Corporate Law - COMPANY SECRETARY QUALIFICATIONS OF THE SECRETARY QUALTITIES OF THE COMPANY SECRETARY DUTIES OF COMPANY SECRETARY STATUTORY DUTIES FUCTIONS OF SECRETARY. LEGAL POSTION OF THE SECRETARY ACTUAL POSITION OR STATUS OF A COMPANY SECRETARY APPOINTMENT OF A COMPANY SECRETARY

1. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
Affiliated Institution of G.G.S.IP.U, Delhi
B.Com (H) 3rd Semester
Corporate Law (888207)
Jyoti Saini

2. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
COMPANY SECRETARY
Section 2(45) of the companies Act of 1956,
“A company secretary is a person who is a
member of the Institute of the Company
Secretaries of India or any other individual
possessing the prescribed qualifications,
appointed to perform the duties and
managerial functions that are delegated to
him by the Board”

3. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
QUALIFICATIONS OF THE SECRETARY
Any Individual possessing any of the following
qualifications may be appointed as a whole-time
secretary in a company to perform of duties of
secretary:
1. Membership of the Institute of Company secretary of
India (ICSI).
2. Pass in the intermediate examination conducted by
the Institute of Company Secretary in India (ICSI).
3. Post-Graduate degree in commerce or corporate
secretaryship awarded by any university in India.
4. Degree in Law awarded by any university.

4. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
QUALIFICATIONS OF THE SECRETARY
5. Membership of the Institute of Cost and Works
Accountants of India.
6. Membership of the Institute of Chartered
Accountants of India.
7. Post-graduate in company Law and Secretarial
Practice granted by the University of Udaipur.
8. Membership of the Association of Secretaries
and Manager, Calcutta.
9. Diploma in Corporate Laws and Management
granted by the Indian Law Institute, New Delhi.

5. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
QUALTITIES OF THE COMPANY
SECRETARY
1. Sound General Education.
2. Command over Languages.
3. Knowledge of Office Administration.
4. Knowledge of Accounting and Taxation.
5. Knowledge of Company Law.
6. Knowledge of Various acts Relating to Staff.
7. Knowledge of Mercantile Law.
8. Knowledge of the Industry.
9. General Knowledge.

6. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
DUTIES OF COMPANY SECRETARY
• STATUTORY DUTIES
• GENERAL DUTIES

7. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
STATUTORY DUTIES
The statutory duties of a company secretary
are those prescribed by the Companies Act or
by any other legislation such as the Income
Tax Act, Sales tax Act, Stamp Act, Employee
state. Insurance Act, Insurance Dispute Acts,
Contract Act, Monopolies and Restrictive
Trade Practices Act, etc.

8. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
GENERAL DUTIES
1. Duties in relation to Directors.
2. Duties in relation to Shareholders.
3. Duties towards Organization and Office.
4. Duties in Relation to the Public.
5. Miscellaneous or Other Duties.

9. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
FUCTIONS OF SECRETARY
• Secretarial Functions
• Legal Functions.
• To maintain statutory books.
• Other functions

10. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
LEGAL POSTION OF THE SECRETARY
The company Act has recognized the secretary
as the principal officer of the company and
the responsible for the secretarial and other
purely ministerial and administrative work of
the company. He has to file various returns
and statements with the Registrar of
Companies as per the requirements of the
Companies Act. In case he fails to fulfill these
statutory obligations, he will be held liable for
such defaults.

11. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
ACTUAL POSITION OR STATUS OF A
COMPANY SECRETARY
The actual position of a company secretary is not merely
that of a servant or an agent, but something more than
that. In actual practice, a company secretary occupies a
position of importance in the administrative set-up of the
company. He is not a mere tool in the hands of the board of
directors or the mouth piece of the directors carrying out
the orders of the directors.
In the company set up, both the board of directors and the
secretary play a complementary role to each other. The
board of directors is responsible for the overall
management of the company's business. It plans, decides
and formulates the policies of the company. But the
responsibility of the actual execution of the policies lies
with the company secretary.

12. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
APPOINTMENT OF A COMPANY
SECRETARY
The procedure for appointing a company secretary, other
than the first secretary is as follows:
1. A resolution has been passed at the board of director’s
meeting appointing a secretary on certain terms and
conditions.
2. The particulars of appointment must be filed in duplicate
with the Registrar within 30 days of the appointment.
3. The person appointed as secretary functions as secretary
in any other company, he should notify the other
company within 20 days of his appointment.
4. Any director interested in the appointment of secretary
must disclose his intent and must not take part in the
discussion or voting on the resolution.

13. TRINITY INSTITUTE OF PROFESSIONAL STUDIES
Sector – 9, Dwarka Institutional Area, New Delhi-75
APPOINTMENT OF A COMPANY
SECRETARY
5. If the person appointed, as secretary is the
director of a company or is a relative of a
director, a special resolution has to be passed
in the general board meeting for such an
appointment.

14. THANK YOU