Explain the liabilities of a company secretary

Explain the liabilities of a company secretary

Hello dear friends here you will get Explain the liabilities of a company secretary. Liabilities of a company secretary can be divided into two categories: Business communication degree solutions

(A) Statutory Liabilities

              And

 (B) Contractual Liabilities

(A) Statutory Liabilities: Statutory liabilities derived from different relevant Acts including companies Act, Stamp Act, Income tax Act etc. statutory liabilities are as follows: Business communication degree solutions

1. Maintain the formalities during pre-incorporation stage
2. Arranging the statutory meeting within the stipulated time limit
3. Preparation of statutory report
4. Arranging the meeting of Board of Directors
5. Arranging the Annual General Meeting
6. Submitting Annual Returns to the Registrar of the companies
 7. Maintaining ‘Minute-book’
8. Taking initiative of the registration of the resolutions passed in different meetings
9. Ensuring proper stamping of the documents
10. Arranging the appointment of auditor in time
11. Maintains the register of the shareholders and debenture holders of the company
12. Taking initiative to pay the income tax in time
13. Not to take any loan without the approval of the Board of Directors
14. Not to secure any secret profit form the company etc.

(B) Contractual Liabilities: According to the agreement signed between the company and the secretary different types of liabilities imposed on the secretary. These liabilities are as follows: Business communication degree solutions

1. Accountable to the Board of Directors for duties
2. Maintaining the secrecy of the affairs of the company
3. Not to do anything beyond his/her capacity
4. Not to show any kind of negligence in performing the responsibility
5. Not to commit any fraudulent activity
6. Protect the interest of the company.
7. Obeying the terms and conditions of the service
8. Maintain the rules and procedures of the Memorandum of Association and Articles of Association, Act.

Explain the liabilities of a company secretary

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Right and power of a company secretary

Right and power of a company secretary

Hello dear frinds here you will get The right and power of a Company Secretary, Company Secretary Right, Company Secretary Power. Depending on the companies Act and condition of the agreement, rights of a company secretary can be classified into following types:
Business communication degree solutions
(A) Consequential rights
(B) Contractual rights
(C) Rights recognized by the companies Act.

(A) Consequential rights: Consequential rights of a company secretary are as follows: Business communication degree solutions
1. Control office functions: As the principal officer of the company the secretary has the right to control the office functions.

2. Negotiation: A company secretary also has the right to negotiate with third party on company affairs.

3. Sign contracts: As the agent of the company secretary can sign agreements or contracts.

4. Sign documents: As an important administrative officer the secretary of the company has the right to sign in the documents of the company.

5. Remuneration: A company secretary deserves logical remuneration from the company.

(B) Contractual rights: Contractual rights derive from the agreement between the company and the secretary. On the basis of the agreement the secretary can enjoy the following fights: Business communication degree solutions

1. Authority: On the basis of the agreement company secretary can exercise specific authority.

2. Implementation of agreement: Company secretary can implement the agreement by which he is appointed.

3. Termination of agreement: As per provision of the agreement the secretary has the right to terminate the agreement.

(C) Rights recognized by the companies act: Rights recognized by the companies act are as follows: Business communication degree solutions

1. Commencement of business: As per companies act the secretary has the right to sign the declaration of the commencement of business.

2. Sign annual return: Within 60 days of the Annual General Meeting (AGM) the company secretary has the right to sign Annual return of the company.

3. Making statements: On behalf of the company the secretary can make statements.

4. Preferential creditor: If the company goes to liquidation then the secretary can claim his/her dues prior to others.

5. Attend in the meeting: The secretary also enjoy the right to attend in the meetings of the company.

6. Declaration of solvency: In case of voluntary winding-up the company secretary has the right to sign the declaration of solvency.

Right and power of a company secretary

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The functions or duties of a company secretary

The functions or duties of a company secretary

Hello dear friends here you will get the functions or duties of a company secretary. Friends you also get anther article about How a company secretary can be removed from this post? As an important person of the company a secretary has to perform various functions. Even before the incorporation of the company a secretary is appointed to conduct the promotional activates regarding the formation of the company.

The function or duties of a company secretary can be discussed in the following manner:
(A) Pre-incorporation functions
(B) Post-incorporation function
(C) Routine functions

(A) Pre-Incorporation function: Functions performed by the first secretary of a company before the incorporation of the company is known as the pre-incorporation functions. Generally following activates performed in pre-incorporation stage:
1. Functions regarding the registration of the company.
2. Drafting articles of association.
3. Drafting articles of association.
4. Collecting certificate of incorporation form the registrar of the companies.
5. Conducting meeting among the promoters.

(B) Post-incorporation Functions: Following functions are accomplished by a company secretary after the incorporation of the company:
1. Arranging the meeting of the board of directors.
2. Collection of the certificate of commencement.
3. Arranging the statutory meeting of the company.
4. Preparation of statutory report etc.

(C) Routine functions: Routine functions of a company secretary can be classified into following categories:
1. Functions relating to shareholders:
i. Circulation of the prospectus.
ii. Receiving application for shares.
iii. Checking applications
iv. Making calls and taking initiative to collect calls-in arrears.
v. Distribution of share certificates.
vi. Informing the shareholders regarding meeting by notice.
vii. Declaration of dividend.

2. Functions regarding directors:
i. Arranging the meetings of board of directors (BOD)
ii. Preparation of minutes
iii. Implement the decisions of the Board meeting.
iv. Informing relevant matters to the BOD.

3. Functions regarding the meetings of the company:
i. Arranging different types of meetings.
ii. Preparation of agenda of meeting.
iii. Providing notice to the members
iv. Assist to run the meeting.
v. preparation of the minute book.
vi. Informing the members regarding the resolution passed in the meeting.

4. Advisory functions:
i. Providing relevant information to the top management to assist routine administrative functions.
ii. Assist policy formulation.
iii. Provide advice on the raising of funds
iv. Provide direction for negotiating third parties.
v. Assist in drafting agreement.

5. Liaison functions: Besides the above specific functions a company secretary maintain link among the concerned parties of the company. A company secretary in treated as the principal liaison officer of the company.

The functions or duties of a company secretary

How a company secretary can be removed from this post?

How a company secretary can be removed from this post?

Hello dear friends here you will get The removal procedure of a company secretary,How a company secretary can be removed from this post?Like any other employee of the company the ‘secretary’ can also be removed under specific grounds. For removal of a secretary prescribed procedure is followed. Business Communication Degree Solution.

For the following reasons a company secretary can be removed:
1. Disqualification: If it is proved that the secretary is not properly qualified to conduct his/her duties then such a secretary can be removed.

2. Disobedience: If a company secretary failed to work in compliance with the direction of the board of directors then he/she can be removed from the post on the ground of disobedience.

3. Negligence: on the ground of negligence to statutory duties a company secretary can be removed.

4. Moral disorder: If any moral disorder of the company secretary is identified then his/her service can be terminated.

5. Disablement: A company secretary also can be removed for any permanent disablement.

6. Winding-up of the company: the service of the secretary will automatically terminated if the company starts to wind-up.

How a company secretary can be removed from this post?

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The procedure regarding the appointment of a company secretary

The procedure regarding the appointment of a company secretary

Hello dear friends here you will get The procedure regarding the appointment of a company secretary. For public limited companies appointment of secretary is made compulsory by the companies act. A company secretary can be appointed by the following ways: Business communication degree solutions.

1. By Promoters: To accomplish the promotional work of the company the promoters appoint the first secretary of the company. The name of the first secretary is mentioned in the articles of association of the company. The board of directors ratified the appointment of the first secretary at the first meeting of board of directors (after the incorporation) with retrospective effect from the date of appointment.

2. By the first board of directors: The company secretary can be appointed by the directors at the first meeting of the board of directors. Whether the first secretary will be removed or reappointed, completely depends on the opinion of the members of board of directors.

3. From the directors: The board of directors (BOD) can appoint a director as the secretary of the company.

 4. Professional secretary: The board of directors can appoint a professional secretary as the ‘secretary’ of the company. An agreement mentioning terms and condition of the service is signed between the company and the person appointed as the secretary of the company.

These are the different methods followed for appointing the company secretary.

The procedure regarding the appointment of a company secretary

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Qualifications of a company secretary

Qualifications of a company secretary

Hello dear friends here you will get Qualifications of a company secretary or Requirements of a company secretary. A company secretary must have qualifications prescribed in the companies Act and also should achieve required attributes to perform the functions of a secretary.

Qualifications of a company secretary can be divided into two categories:
(A) General qualifications
(B) Professional qualifications

(A) General qualifications: To perform the important functions of a secretary one should have the following general qualifications:

1. Attentive: A company secretary must be attentive and good listener.

2. Adaptability: Another important attribute of a company secretary is adaptation power. To ensure the interest of the company the company secretary need to adopt with different situation.

3. Boldness: To perform his/her duty and to uphold the interest of the company, a company secretary needs to have boldness. Boldness is specially required in negotiating with third parties.

4. Careful: In performing the duties a company secretary needs to be careful.

5. Cooperative: A company secretary is treated as the principal liaison officer, thus to ensure desired coordination among the concerned parties he/she must be cooperative.

6. Polite: for better acceptance and successful public relation a company secretary should be polite in nature.

7. Punctuality: A company secretary also should be punctual.

8. Responsible: As a company secretary one has to perform various important functions. The interest of the company can be hampered if any irresponsible step taken by the company secretary. Thus responsibility is an indispensable step taken by the company secretary. Thus responsibility is an indispensable attribute of a company secretary.

9. Reliable: another major quality of a company secretary is reliability.

10. Honesty: Last of all, but not the least, a company secretary must be honest. Other qualifications can be meaningless without honesty.

(B) Professional Qualifications: Besides the discussed general qualifications a company secretary must possess some professional qualifications to run the office of secretary. Professional qualifications can be listed as follows:

1. Required educational qualification: A company secretary must have educational qualification as required by the company. Besides qualification in business education a company secretary also need to have qualification on secretarial science.

2. Efficiency in shorthand: To take dictation and to maintain the minute book a company secretary must be efficient in shorthand.

3. Efficiency in typing: A company secretary need to type different official documents on a regular basis, thus he/she also should be efficient in typing.

4. Efficiency in computer operation: In modern days a company secretary has to handle computer to receive and to send messages thus efficiency in computer operations has become an indispensable quality of a company secretary.

5. Proficiency in language: To communicate with the external parties and to maintain routine communication a company secretary must have proficiency in written and spoken form of language. Besides the own language a company secretary need to have proficiency in English language.

6. Knowledge regarding the company affairs: As a company secretary one should have detail knowledge on the company affairs.

7. Knowledge regarding company law: Knowledge regarding company law is treated as a ‘sine-qua-non’ for a company secretary. To conduct the routine functions and to maintain the proceedings of a meeting a company secretary must have in-depth knowledge of company law.

8. Knowledge of other laws: A company secretary also should have sound knowledge regarding contact law, Insurance Act. And other laws relating to the affairs of the company.

9. Efficiency in arranging meeting: As the secretary of a company one has to arrange different types of meeting on a regular basis throughout his/her tenure of service. Thus detail knowledge regarding the holding of meetings must be possessed by the company secretary.

10. Efficiency in office management: A company secretary also should have knowledge of office management.

11. Efficiency in Accounting and finance: To handle the company affairs a company secretary must have efficiency in Accounting and finance.

To be a successful company secretary one should have a clear concept regarding the very ‘nature of business’ of the company.

Qualifications of a company secretary

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Evaluate the legal position of a company secretary

Evaluate the legal position of a company secretary

Hello dear friends here you will get Evaluate the legal position of a company secretary. The post of the company secretary is created and defined by the companies Act. Thus company secretary has legal position in the company.

In the companies Act and in verdicts of different cases legal position of a company secretary have explained in the following manner:

1. Officer of the company: According to section of the companies act. 1994 secretary is an ‘officer’ of the company.

2. Servant of the company: in the case ‘Barnet Hoars & Co. vs. South London Tramways Co.’ the honorable judge treated secretary as a servant of the company. The secretary as a servant will perform under the supervision of the Board of Directors.

3. Agent of the company: If the Board of Directors delegates authority then the secretary can act as an agent of the company. As an agent the company secretary can negotiate with third parties regarding signing of agreement.

4. Coordinator of the company: A company secretary also acts as a coordinator. The secretary maintains link between concerned parties.

5. Adviser of the company: Having detail knowledge in commerce and company affairs the secretary play vital role in providing expert advice to the top management.

From the above discussion it is clear that, the legal position of a company secretary can be viewed form different dimension.

Evaluate the legal position of a company secretary

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Types of Secretaries

Classification of Secretaries

Briefly discuss Types of Secretaries

Depending on the authority and nature of job secretaries can be of two types:

(A) Private Secretary.

(B) Secretary of an organization

Details classification of secretaries can be shown by the following configuration:

Secretary 

                                                       1. Personal assistant

    (A) Private Secretary: > > >                  ↓↓↓

                                                       2. Confidential assistant.

                                                                       1. Company secretary

     (B) Secretary of an organization >>>     2. Governmental Secretary

                                                                       3. Secretary of an association

(A) Private Secretary:
--------------------------------------------
A private secretary is employed by an individual. The basic function of a private secretary is to asset the routine work of his/her employer and maintaining correspondence with the concerned parties. Position and duties of a private secretary are not guided by any law or act.

Function of a private secretary also differs depending on the type of the job of his/her employer. For example, function of the private secretary of a Chartered Accountant and that of a Political leader cannot be similar.

Private Secretary can be of two types:
-------------------------------------------------
1. Personal assistant
2. Confidential assistant

1. Personal assistant:
---------------------------
Major tasks of a personal assistant are to attend visitors, maintain the appointment schedule for his/her employer, steno typing, receiving telephone calls, managing tours, etc.

2. Confidential assistant:
-----------------------------------
Status of a confidential assistant is higher than that of a personal assistant. He is more than a mere steno typist, he does confidential work for his boss. (J.P. Boss: 1991)

(B)Secretary of an organization: 
--------------------------------------------------------------
A secretary of an organization is not employed by an individual, rather employed by the organization; the position of a secretary of an organization is legally defined by the constitution of that organization. Infect such a secretary is an indispensable part of the administration of the organization.
On the basis of the nature of the organization secretary can be of three types:

1. Company secretary
2. Governmental secretary
3. Secretary of an association

1. Company secretary:
-----------------------------
Having a legal position a company secretary is a part of the top management of a company. The appointment, duties, liabilities and removal procedures of a company secretary are specifically prescribed in the companies act. As mentioned in the companies Act, a company secretary has to play the role of office executive as well as a liaison officer.

2. Governmental secretary:
-------------------------------------
A governmental secretary is the administrative head of a specific ministry of the government. His/her immediate boss is the ‘minister’ of that ministry. Thus a governmental secretary’s position is next to the minister. Governmental secretaries are appointed by the public service commission. A governmental secretary also needs to play dual role:

(i) administrative functions and (ii) advisory functions.

3. Secretary of an association:
-----------------------------------------
Unlike the secretary of a company, the appointment, functions etc, of the secretary of an association is not guided by any law.

Secretary of an association may be appointed or elected as per the constitution of that association. Functions of this types of secretary is to maintain routine work, maintain register of the members, preserving minute book, preparing reports, maintain correspondence with the members and concerned parties.

Besides these, there are other types of secretaries, like secretary of a cooperative society, secretary of a club, secretary of charitable and philanthropic organization etc.

Related Post Link:

What isSecretary?

Tip

1st Part: Depending on the authority ……………………..

2nd Part: fig: 1 Types of Secretary

3rd Part:

(A) Private Secretary:

1. Personal assistant

2. Confidential assistant

(B) Secretary of an organization:

1. Company secretary

2. Governmental Secretary

3. Secretary of an association.

What is Secretary?

Who is a Secretary?

Definition of Secretary:
-----------------------------
Generally by ‘Secretary’ we mean a personal officer of an executive or of a superior. The term ‘Secretary’ derived from the Latin word ‘Secretarius’, which means a confidential officer.

That is in the past primary function of a secretary was writing and transmitting ‘Secret messages’. But in modern time ‘confidentiality’ is no more key factor of the secretarial job. Now, secretary is treated as the principal liaison officer of a firm or of a company.
According to Prof. J. P. Bose, “functionally the term secretary means a person who writes in secret on behalf of his superior or for a body”.

According to Oxford Dictionary, Secretary means, “One whose office is to write for another, especially one who is employed to conduct correspondence to keep records and to transact various other business for a person or for a society, corporation or public body.”

In the light of above discussion it can be stated that, a secretary is a person who works under an authority, writes for the authority and maintain all sorts of correspondence with the concerned parties.

 Related Post link:

Features ofcircular letter

Tip

1st Part: Generally by ‘secretary’ we mean …………………………….

2nd Part: According to Prof. J. P. Bose,………………………………..

According to Oxford Dictionary ……………………........

3rd Part: In the light of above discussion