CHANAKYA NATIONAL LAW UNIVERSITY

Critically examine Company Secretary

Corporate Law 1

Submitted to: Submitted by:Mr. Brijnath Rohit Sinha (Faculty, Corporate Law I) Roll no-601 7thSemester

AcknowledgementAny project completed or done in isolation is unthinkable. This project, although prepared by me, is a culmination of efforts of a lot of people. Firstly, I would like to thank our Professor for Corporate Law, Mr. Brijnath for his valuable suggestions towards the making of this project.Further to that, I would also like to express my gratitude towards our seniors who were a lot of help for the completion of this project. The contributions made by my classmates and friends are, definitely, worth mentioning.I would like to express my gratitude towards the library staff for their help also. I would also like to thank the persons interviewed by me without whose support this project would not have been completed. Last, but far from the least, I would express my gratitude towards the Almighty for obvious reasons.Rohit Sinha

Research Methodology

Method of ResearchThe researcher has adopted a purely doctrinal method of research. The researcher has made extensive use of the available resources at library of the Chanakya National Law University and also the internet sources. Aims and ObjectivesThe aim of the project is to present an overview of various aspects of the Company Secretary an analysis of the various case laws and juristic opinions in this regard subsequent to the enactment of the Companies Act, 2013. Scope and LimitationsThough the current topic is an immense project and pages can be written over the topic but due to certain restrictions and limitations the researcher has not been able to deal with the topic in great detail. Sources of Data:The following sources of data have been primarily used in the project-1. Books2. Journals3. Cases Method of Writing:The method of writing followed in the course of this research paper is primarily analytical. Mode of CitationThe researcher has followed the bluebook method of citation (19th ed.) throughout the course of this research paper. The author has followed the foot note system for citation.

Contents

Acknowledgement2Research Methodology3INTRODUCTION4WHO IS A COMPANY SECERETARY5STATUTORY REQUIRMENTS6IMPORTANCE OF COMPANY SECRETARY7APPOINTMENT AND QUALIFICATION OF SECRETARY8APPOINTING MORE THAN ONE SERETARY9DISMISSAL OF A COMPANY SECRETARY9POWERS OF COMPANY SECRETARY10DUTIES OF A COMPANY SECRETARY10LIABLITY OF A COMPANY SECRETARY12CONTRACTUAL LIABLITY13RIGHTS OF A COMPANY SECRETARY13ROLE OF COMPANY SECRETARY14Company secretary as a statutory officer of a company14COMPANY SECRETARY AS A CORDINATOR15Relation with board, chairman and managing director16ADMINISTRATION OFFICER16ORGANISATIONAL ADMINISTRATION17FINANCIAL ADMINISTRATION17OFFICE ADMINISTRATION18ADMINISTARTION COMPANYS PROPERTY18CONCLUSION19

INTRODUCTION

The position of company secretary has been enhanced multifold, from record keeper to key managerial personnel. A present day company secretary is expected to do statutory, administrative, managerial and strategic. In fact, the New Companies Bill provides for the expanded role of both Practising Company Secretaries and Company Secretaries in employment especially in the areas such as Secretarial Audit, Corporate restructuring, insolvency.Presently, every company having a paid up share capital of 5 crores and above shall have a whole time company secretary. He is entrusted with the responsibility of Governance process, transparency, sustainability, stakeholders interlace in addition to his routine role as compliance officer. In order to understand me meaning, importance and also position 0f a secretary, it would be desirable to examine the definition of the term secretary. The Chambers 20th Century Dictionary defines., secretary as, a person employed to write or transact business for another or for a society, company, etc. The word,,secretary is derived from the word secret' implying that there is something confidential and secretive about his job though there is another view that the word secretary has been derived from the Latin word ,,secretaries 'which means a ,,notary or scribe'.The evolution of profession Company Secretary ship is essentially a British institution and it has struck roots in the Commonwealth countries. The profession of secretaries is very old. Like the East Indian Company, the Companies Act and the Congress movement for independence, the company secretaries too as an independent profession that originally took birth in U.K. It all started with the advent of the limited company. The then secretary carried out the staff function of merely recording the decisions and maintaining the records of the company. When his legal status was tested in 1887 in England, he was stated as a mere servant. In this context, the Chartered Institute of Secretaries was formed in 1891 by Eighteen London Secretaries and was granted Royal Charter in 1902. The Indian Civil Procedure Code of 1908 also recognised the Secretary. when the Companies Bill, 1953, was under consideration of Parliament, the Institute of Secretaries was founded in Bombay consisting of secretaries and Indian Association of these two Bodies made a clarion call to elevate the status of company secretaries by providing a clause in the Bill similar to one in English Companies Act, 1948, making it obligatory for every company to have a secretary. The Companies Act, 1956 for the first time defined Secretary and Secretaries & Treasures. Thus the genesis of the profession of company secretaries taking its roots from the U.K. took birth in India along with the enactment of the Companies Act. 1956.[footnoteRef:1] [1: Available at http://www.wbcsd.org/work-program/business-role/previous-work/corporate-social-responsibility.aspx (last accessed on 15/10/2014)]

WHO IS A COMPANY SECERETARYAccording to Section 2(45) of the Companies Act.1956, a secretary means a company secretary within the meaning of Clause (C) of Sub-section (1) of Section 2 of the Company Secretaries Act, 1980 and induces any other individual possessing the prescribed qualifications and appointed to perform the duties which may be performed by a secretary under this Act or any other ministerial or administrative duties. This definition brought the earlier definition of the secretary in line with a definition of company secretary contained in Company Secretaries Act, 1980. Clause (c) of Sub-section (1) of Section 2 of the Company Secretaries Act, defines a company secretary as a person who is a member of the Institute of CompanySecretaries of India. Thus, secretary, as per this definition, should either be a member of the Institute of Company Secretaries of India (ICSI) or be an individual possessing qualifications as may be prescribed by the Government. STATUTORY REQUIRMENTSSection 383A of the Companies Act, 1956 as amended by the Companies (Amendment) Act,[footnoteRef:2] 1988 introduced the statutory requirement for certain companies to have a company secretary. Sub-section (1) of the section provides that every company having a paid-up share capital of such sum as may be prescribed 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 the secretary of the company.[footnoteRef:3]The Government has in exercise of its powers under this section and Section 2(45), framed the Companies (Appointment and Qualifications of Secretary) Rules, 1988 and provided that every company having a paid- up share capital of not less than the prescribed amount (presently rupees 5 crores) must have a whole-time secretary who should be a member of the Institute. Further, the rules provide that in the case of a company with a lesser paid-up share capital, where the paid-up share capital of such company is increased to rupees 5 cores or more, the company shall within a period of one year from the date of such increase appoint a person as a whole-time secretary who should be member of the Institute. [2: Companies Act, 2013.] [3: Ekta Bahl, An overview of CSR Rules under Companies Act, 2013, Business Standard, March 10, 2014 available at http://www.business-standard.com/article/companies/an-overview-of-csr-rules-under-companies-act-2013-114031000385_1.html (last accessed on 16/10/2014)]

Proviso to Sub-section (1) of Section 383A provides that every company, which is not required to employ a whole-time secretary under Sub-section (1) and having a paid-up share capital of ten lakh rupees or more, shall file with the Registrar a certificate from a secretary in whole-time practice in such form and within such time and subject to such conditions, as may be prescribed as to whether the company has complied with all the provisions of the Act and a copy of such certificate shall be attached with Boards report referred to in Section 217 of the Act. The Government has since prescribed the rules called the Companies (Compliance Certificate) Rules, 2001 which have come into force vide GSR 52(E) dated 31.1.2001. The Compliance Certificate is required to be in the prescribed form or as near thereto as circumstances admit in respect of each financial year. This certificate is to be filed within thirty days from the date on which annual general meeting was held or the latest day on which the annual general meeting should have been held in accordance with the provisions of the act.In accordance with Rule 3A of the Companies (Appointment & Qualifications of Secretary) Rules, 1988, a company having a paid up share capital of two crore rupees or more but less than five crore rupees may also appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980, as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956. In that case, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001.[footnoteRef:4] [4: G.S.R,129(E), Ministry of Corporate Affairs, Government of India, available at http://www.mca.gov.in/Ministry/pdf/CompaniesActNotification2_2014.pdf (last accessed on 16/10/2014)]

Where a company fails to comply with the above provisions the company and every officer of the company, who is in default, shall be punishable with fine which may extend to five hundred rupees for every day during which the default continues. However, in any proceedings against a person in respect of an offence there under it shall be a defence to prove that (i) all reasonable efforts to comply with the provisions of Subs section (1) were taken (ii) that the financial position of the company was such that it was beyond its capacity to engage a whole-time secretary. [Sub-section (1A) Section 383AJ. The provisions of Section 383A of the Act are applicable to Section 25 Companies also. Hence, these companies are required to appoint a full time secretary in their employment. However,Notification No. SO 1578 (1.7.61), S0 2767 (5.8.64), GSR 73 (30.12.65) and SO 35(E) (9.1.76) have partly exempted the Section 25 Companies from the applicability of Section 2(45) which defines a Secretary. Thus, the secretary of a Section 25 Company need not be a person who is a member of ICSl. IMPORTANCE OF COMPANY SECRETARYIn ancient times, the term secretary' applied solely to the officer who conducted correspondence for the king, but in modern times the duties and functions of a secretary have become wide and varied and he no longer resembles his ancient counterpart. Not only are there company secretaries, but secretaries are also appointed by institutions like clubs, trade and professional associations, cooperative societies, local bodies, etc. His duties range from conducting all correspondence, keeping all records and accounts, writing of minutes to acting as public relations officer of the employer.In modern times, the secretary has become almost an indispensable person in trade, industry and other social institutions. Any organisation from a sports club right upto the State cannot think of managing its affairs without appointing a secretary. However, the importance and nature of the functions of a secretary differ from organisation to organisation. The importance of a secretary is specially felt in the business world since the business organisations have to abide by certain legal requirements. The secretary is entrusted with the responsibility for due compliance with all such legal formalities. The Secretary also acts as the company's spokesperson between the management and the staff as well as the outsiders and the shareholders.[footnoteRef:5] [5: GrantThornton India LLP, Implications of Companies Act, 2013]

APPOINTMENT AND QUALIFICATION OF SECRETARY

We have seen that in terms of Section 383A of the Companies Act, it is necessary to appoint a secretary in a company having a paid-up capital of 5 crore or more. Further the Secretary should be a member of the Institute of Company Secretaries of India.

The secretary being a whole-time employee, his appointment, and remuneration will be similar to that of other employees in his cadre in that organisation. Normally the appointment of a company secretary is done by means of a resolution of the Board as the position of a company secretary is slightly different from that of other officers, as he is an officer recognised under the Companies Act, 1956. He is an officer of the Board. In view of the statutory provisions relating to his appointment, it would be desirable even though it is not incumbent, that such appointment is made by means of a resolution passed at a meeting of the Board of directors.Appointment of a person who is a director as a secretary in the company would fall within the ambit of Section 314 and would require approval of the company by special resolution. Even for appointment of certain persons specified under Section 314 other than directors would require approval of the company by special resolution or special resolution and approval of the Central Government, as per the requirement of the Section. In terms of Section 303 of the Companies Act, 1956, the appointment and cessation of office of a person as secretary must be recorded in the Register of Directors/Manager/Secretary, and e-Form 32 relating to such appointment and cessation must be filed with the Registrar of Companies within 30 days from the date of appointment legislation as the case may be, along with the requisite filing fee. APPOINTING MORE THAN ONE SERETARYSection 383A(1) of the Act makes it obligatory for every company having a prescribed capital, to have a whole time secretary. This shall mean that the company should have a minimum of one secretary. In practice, there is no bar on appointment of two or more secretaries in a single company. Hence, if there are two or more secretaries in a company, it shall not be in violation of the provisions of this section. However, eg Form 32 shall be filed with ROC for every individual appointed as the secretary of the company. Work allocation between different secretaries is the prerogative of the company. DISMISSAL OF A COMPANY SECRETARYThe appointment of a company secretary is generally done by means of a resolution of the Board and his dismissal, therefore, can be done by the Board of directors or by the Managing Director, if he is so authorised by the Board. In the case of Haryana Seeds Development Corporation Ltd. v. J.K. Aggarwal, Company Secretary (1989) 65 Cormp. Cas. 95, the Punjab and Haryana High Court held that where the articles so provide, it will not be within the jurisdiction of the managing director of the company to remove the secretary in exercise of the power delegated to him by the Board of directors to suspend or remove secretaries, officers, etc. The power to remove or appoint a secretary, being explicitly vested in the Board of directors by the articles, can also be delegated to the managing director. The secretary must be given notice of termination of his employment in accordance with the terms of his contract of appointment. In the absence of express provision in the contract, the employee is entitled to a reasonable notice or compensation in lieu of such notice. But, dismissal of a secretary Without notice cannot be looked upon as improper in all cases. An employee may be dismissed summarily without notice:(i) for wilful disobedience of any lawful order of the company [Spain v. Amott,].[footnoteRef:6] [6: (1817)2 Stark 256]

(ii) for misconduct and for speculating on the stock exchange [Pearce v. Foster,].[footnoteRef:7] (iii) for incompetence or permanent disability. [Harmer v. Cornelius].[footnoteRef:8] Even an act of forgetfulness by an employee has been held as sufficient cause for dismissing him without notice if it has or is calculated to have serious results [Addis v. Gramophone][footnoteRef:9]. [7: (1886) 17 Q.B.D.536,541] [8: (1858) 5 C.B. (N.s.) 236] [9: .(1909)A.C.488]

Even where the engagement of a secretary is for a fixed term, the company may determine the employment earlier after giving proper notice in this regard [African Association and Allen, Re.].[footnoteRef:10] [10: (1910)1 K.B. 396]

POWERS OF COMPANY SECRETARYThe secretary of a company is empowered to perform the following: (i) All functions which he is required to perform under various enactments like the Companies Act, the Income Tax Act, FEMA, Excise Customs Act, Customs Tariff Act etc. (ii) All acts which the Board of diredtors specifically direct him to perform. (iii) All acts which are essential to enable him to discharge his duties smoothly as the administrative head in his department. The powers of the secretary mentioned above are conferred on him either under the Act or by the Board or out of his service agreement with the company. At times, the general meetings also authorise him to perform an act. However, if the secretary performs an act without being so authorised the company may not be bound by it. DUTIES OF A COMPANY SECRETARYThe role and position of a company secretary varies from company to company and, therefore, it would be difficult to codify his duties. However, it can be said that the company secretary acts in three-fold capacity, namely: (a) as an agent of the Board of directors, i.e. as a liaison or link between the Board on the one hand and the executive and staff, shareholders, customers and general public on the other: (b)as an officer-in-charge of secretarial work: (c) as a chief business executive or chief administrative officer of the company, if he is put in charge of office administration, inducing accounts, taxation and legal sections. Whilst all the above three functions will possibly be performed by a company secretary for small or medium sized companies, in big companies there could be a chief accountant, a personnel manager or legal officer who may be in charge of the functions relating to accounts, personnel and law and they may report to the secretary or could report directly to the chief executive of the organisation. In fact the duties of a company secretary in any modern organisation have greatly expanded and he is today considered as a generalist specialist. In fact his change of position was taken into consideration when the name of the Institute of Chartered Secretaries in U.K. was changed to Institute of Chartered Secretaries and Administrators. In U.K. the Department of Employment conducted a survey on the role of a company secretary and a report entitied Training for Company Secretaryship by the sub-committee on company secretaryship/office management of the Joint Industrial Board Committee for commercial and administrative training was published. The report whilst mentioning that the duties and responsibilities of company secretaries vary widely depending on the size and type of activity carried on by the company and on the form of organisation adopted, emphasises that in view of the importance of the role that the company secretary plays in companies of all sizes, in respect of both statutory requirements and administrative responsibilities, professional qualification is highly desirable". The report, therefore, indicates various aspects of training, the mode of training and how to make it more purposeful and effective.

The report enumerates the various desirable qualities of a company secretary for carrying on substantial responsibilities and working successfully with other staff at management level. It also indicates that one of the important tasks of a company secretary is collection and analysis of information and its presentation in concise and accurate form in memoranda or reports to the Board. LIABLITY OF A COMPANY SECRETARYThe liabilities of the company secretary can be discussed under two broad heads, namely (a) statutory liabilities, and (b) contractual liabilities. StatutorLiabilities

There are many sections under the Companies Act, 1956 which impose penalty on an officer who is in default for non-compliance of certain provisions of the Act. As the Company Secretary is primarily responsible for the company complying with the requirements of the provisions it is, therefore, necessary that he should whilst discharging his duties under the Companies Act, 1956 ensure that there is no default in compliance with the statutory provisions in this regard. Some of the important sections and the penalty levied for default or non-compliance which affect the day-to-day functions of the secretary in a company are: (i) default in filing a retumn of allotment-fine upto 5000 for every day during which the default continues (Section 75), (ii) default in keeping ready for delivery share certificates, debenture certificates etc., within 3 months after allotment and within 2 months of the application for registration of transfer-fine upto Z 5000 for every day during which the default continues (Sedtion 113), (iii) default in filing particulars of charges on properties acquired subject to charge-fine upto 5000 (Section 127).[footnoteRef:11] [11: Companies act,2013]

Section 628,[footnoteRef:12] provides the liability in general of the secretary under the Companies Act. The section provides that if in any retumn, report, certificate, balance sheet, prospectus, statement or other document required by or for the purposes of any of the provisions of the Act, any person (including an officer) makes a statement: (a) which is false in any material particular, knowing it to be false; or (b) which omits any material fact knowing it to be material: he shall, save as otherwise expressly provided in the Act, be punishable with imprisonment upto two years and shall also be liable to fine. Section 629 provides for imprisonment upto seven years and fine for giving false evidence, upon any examination, under oath or solemn affirmation authorised under the Act, or in any affidavit, deposition or solemn affirmation in or about the winding up of the company or any matter arising under the Act. [12: IBID]

CONTRACTUAL LIABLITYIn addition to the statutory liabilities, a number of liabilities arise out of the Secretary's contract of service with the company and such liabilities are called his contractual liabilities. The secretary is in a fiduciary relationship (position of trust) to the company and. therefore, (1) he should not allow his personal interest to clash with the interest of the company. (2) he should not make secret profit by virtue of his office and would be certainly accountable to the company for any secret profit or similar gain made from the company. (3) he is personally liable for loss to any third party if he acts beyond his authority. (4) he is liable for damages caused to the company by wilful misconduct and negligence in the discharge of his duties. (5) he should not indulge or engage in any other activity not relating to his company unless he obtains authority in this regard from the board/managing directors, and (6) he cannot reveal trade secrets which he comes to know during his course of employment. RIGHTS OF A COMPANY SECRETARYRights are given to the secretary by the Companies Act, Board of directors and the general body 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 supervise 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 while discharging his duties. (iv) As an employee of the company, he has the right to receive remuneration. In the event or winding- up of the company, he has a right to be treated as a preferential creditor for his salary subject to a maximum of 1,000.

But a company secretary has no right to borrow money in the name of the company [Cleadon Trust Ltd. Re.[footnoteRef:13] [13: (1938) 4 ALL EF 518)]

He cannot also make allotment of shares [Shida Mines Ltd. v. Anderson][footnoteRef:14] 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 unless directed by the Board or to remove a name from the Register of members, or to take policy decisions. However, if the articles empower the directors to delegate any of their powers to any of the agents they choose, they may delegate such powers to the secretary and this is not uncommon, especially when the secretary is also a director. [14: (1905) 22 TLR 271]

ROLE OF COMPANY SECRETARYGenerally speaking, the role of a secretary is three-fold, viz., as a statutory officer, as a co-ordinator and as an administrative officer if so authorised. Similarly, the responsibility of company secretaries extends not only to a company, but also to its shareholders, depositors, creditors, employees, consumers, society and government. The relevant judicial pronouncements give a picture of the scope and ambit of the role of a company secretary. However, neither the definition nor the laws case can give the real and true position of a company secretary in the hierarchy of any company. we have already seen that his role varies in different companies. The role of a company secretary may conveniently be studied from three different angles: (a) as a statutory officer, (b) as a co-ordinator, (C) as an administrative officer. Company secretary as a statutory officer of a companyThe company secretary is an officer responsible for compliance with numerous legal requirements under different Acts including the Companies Act, 1956 as applicable to companies. Under the Companies Act, 1956 he is responsible for performance of the duties of a secretary and such other ministerial and administrative duties as may be assigned to him. However, the Companies Act, 1956 has not defined the functions of a secretary but has specifically fixed the statutory responsibilities on a secretary for compliance with legal requirements under the provisions of the Act. The responsibility of secretary has also increased as he has been particularly specified by the Companies (Amendment) Act, 1988 to be an officer who is in default, bracketed along with the managerial personnel and is liable to punishment by way of imprisonment, fine or otherwise for violation of the provisions of the Companies Act which hold the officers in default liable (Section5).[footnoteRef:15] However, for a proper understanding of the role of a company secretary under different Acts, it would be desirable to study the provisions of those Acts in this regard. [15: Companies Act, 2013]

COMPANY SECRETARY AS A CORDINATOROn dealing with the Board functions, Peter Drucker has this to say But there are real functions which only a Board of directors can discharge. Somebody has to give final approval to the objectives, the company has set for itself arid the measurements it has developed to judge its progress towards these objectives. Somebody has to look critically at the profit planning of the company, its capital investment policy and its managed expenditure budget. Somebody has to discharge the final judicial function in respect of organisation problems. This concept of Peter Drucker provides for the company secretary to co-effectively play a co-ordinating role to achieve the tasks the Board has set itself to. The Company Secretary as a co-ordinator has an important role to play in administration of the company's business and affairs. It is for the secretary to ensure effective execution and implementation of the management policies laid out by the Board. The position that the company secretary occupies in the administrative set-up of the company makes his function as one of co-ordinator and link between the top management and other levels. He is not only the communicating channel between the Board and the executives but he also co-ordinates the actions of other executives vis-a-vis the Board. The ambit of his role as a co-ordinator also extends beyond the Company and he is the link between the Company and its shareholders, society and the Government. Thus, the role of a company secretary as a co-ordinator has two aspects, namely internal and external. The internal role of a co-ordinator extends to the Board including the Chairman and Managing Director, various line and staff personnel, the trade unions and the auditors of the company. His role as an external co-ordinator extends to the relationship of the company with shareholders, Government and Society. Relation with board, chairman and managing directorWhilst the Directors discuss and decide policy matters as a body, the Secretary is responsible for transmitting the policies and decisions of the Board, to all levels in the company and outsiders. His duties in relation to the Board include amongst others: (i) Arranging meetings, both Board and general, drafting out the minutes and reports. (ii) Keeping the Board informed as an advisor on matters regarding legal, financial and other laws and problems as far as they relate to the company. This will include advising the Board of the various obligations imposed on the directors by various statutes. (iii) He must ensure that all decisions taken by the Board are in consonance with legal requirements, and the powers they exercise do not require approval of the shareholders, Central Government or any other authority. (iv) Since meetings of the Board are confidential in nature, he should ensure secrecy regarding matters discussed at such meetings. Whilst the Board decides on policy matters, the day-to-day administration of companies is vested in the managing director, if there is one. In other cases, where the company is a board-managed company, i.e. where none of the directors is a managing diredtor or a whole-time director, the Secretary has to seek guidance and instructions from the Chairman on all important matters. Where, the company has a managing director, he must seek his guidance and instructions regarding implementation of the policies laid down by the Board and also on matters arising out of the implementatoon of the decisions. He is also required to keep the chaimman and managing director apprised of changes in policies of the Govemnment, obligations under various statutes and to give balanced advice on matters which have legal ramifications.

ADMINISTRATION OFFICERWe have seen that the role of a Company Secretary has widened over the years, especially as anadministrator. The pnncipal duty of a secretary as an administrator is to ensure that the activities of a company are in conformity with the companys policy. In his role as an administrator, the secretary provides the very foundation on which the entire structure of company administration is constructed. The role of a company secretary as an administrator can be sub-divided into organisational, financial, office and personnel administration. ORGANISATIONAL ADMINISTRATIONSince the secretary has an opportunity of looking at the entire organisation he has the scope to advise the top management including the Board of directors on the need to develop a good structure. Since the secretary collects, interprets and assimilates information relating to all aspects of business to aid and assist the Board in carrying out its function, he, therefore, gets an opportunity to know the strengths and the weaknesses of the functional executives. In his role as administrator, wherever applicable he has to make a detailed analysis of various activities, decision-making machinery, inter-relations of departments and functions. He has, therefore, to ensure that the organisational structure is always under constant study. The making of such examination and study and the consequent advice and recommendation for making changes is a task which the company secretary has to perform. FINANCIAL ADMINISTRATIONSince various monthly and periodical operating reports and financial statements are routed for consideration of the board through the secretary, he should analytically study these statements. Thus, as a secretary to the board, the Company Secretary in consultation with the Finance Manager has to devise suitable and proper systems of accounting procedure, intemnal control and internal audit with a view to safeguard the company's funds. The Company Secretary should have a good knowledge of budgetary control and procedures, accounts and other related matters. He is also expected to be proficient in dealing with matters connected with taxation. The Company Secretary is generally supported by the Chief Accountant in the discharge of his functions relating to financial administration. In many companies, the Secretary is also the Chief Accountant. He has to negotiate with banks and financial institutions the terms of finance both for working capital requirements and capital expenditure. OFFICE ADMINISTRATIONIn all big companies, the office administration is carried on by an officer called the Office Manager who generally reports to the Company Secretary. It is the duty of the Secretary to ensure that different departments of the office are properly staffed, organised, co-ordinated and supervised. He has to review from time to time the various procedures and systems with a view to making the administration effective. He is also responsible in most organisations for office services including transport. The image of a company depends on the design and office layout from the reception to the records.The Secretary has not only to ensure that these services are maintained and increased but to also ensure that the cost of such services are reviewed from time to time.ADMINISTARTION COMPANYS PROPERTYThe secretary has an important roe to play in safeguarding the companys interest in property matters. He has to ensure that all properties are properly maintained and insured and maintain a suitable register for each property containing relevant information. He should have a good knowledge of relevant rules and bye- laws applicable to property. He should also ensure that registration or trade marks, patents, licences are done from time to time and take legal action in respect of infringement of such industrial rights.

CONCLUSIONIn modern times, the secretary has become almost an indispensable person in trade, industry and other social institutions. Any organisation from a sports club right upto the State cannot think of managing its affairs without appointing a secretary. However, the importance and nature of the functions of a secretary differ from organisation to organisation. The importance of a secretary is specially felt in the business world since the business organisations have to abide by certain legal requirements. The secretary is entrusted with the responsibility for due compliance with all such legal formalities. The Secretary also acts as the company's spokesperson between the management and the staff as well as the outsiders and the shareholders

BIBLIOGRAPHYBooks Referred:1. Majumdar, A.K. & Kapoor, Dr. G.K. 'Taxman's Company Law', 16th ed., New Delhi: Taxman Publications Pvt. Ltd., 2013.2. Anantharaman, K.S. 'Lectures on Company Law & Competition Act (including Secretarial Practice)', Tenth ed., Nagpur, LexisNexis Butterworths Wadhwa; 2005.3. Gower and Davies, 'Principles of Modern Company Law', 18th ed. London; Thomson, Sweet & Maxwell, South Asian Edition, 2008.4. Chandrachud, Y.V. & Duggal, S.M A Ramaiya Guide to Companies Act, Lexis nexis Butterworths, Nagpur5. Datey, V.S., 2004, 'Taxmann Students' Guide to Corporate Laws and Secretarial Practice', Taxmann Allied Services Private Limited, Haryana, 7th Edition6. Singh, Avtar, 1999, 'Company Law', Eastern Book Company, Lucknow, 12th EditionWebsites Referred:1. www.legalserviceindia.com2. www.manupatrafast.com3. www.caclubindia.com