Course: BBA ISubject : Introduction to Business Organization

Unit: 4

IntroductionSecretary means “the one entrusted with secrets”. The word secretary is derived from the Latin word ‘secretaries’ which means ‘a confidential writer or notary’.

MeaningA person who is employed to write or transact business for another person, society, company or a public body.

A secretary has been defined under section 2(45), as an individual possessing prescribed qualifications appointed to perform the duties which may be performed by a secretary under this Act and any other ministerial or administrative duties.

Therefore only individuals can be secretaries.

1. As a servant of the company:

A secretary has to do what directors tell him/her.

Thus, he/she is a servant and fulfills service agreement with the company.

2. As an agent of the company:

A secretary is an agent in respect of the administrative matters of the company.

He/she should not mix personal interest with the interest of the company.

3. As an officer of the company: He is entitled to a matter of right

He should connect the company to all the administrative acts.

He should check that all affairs are carried out in accordance with law.

4. As an advisor to the company: Directors are brain while secretary is eyes, ears and

hands

Secretaries supervises the day to day activities and gives suitable advices for improvement.

Company having capital of 5 cr. or more: Whole time secretary having membership of the

Institute of company Secretaries of India. Co. having capital of less than 5 cr.: (Should have

1 or more of the following qualities) Membership of ICSI Membership of Institute of Chartered Accountants of

India Membership of the Institute of Cost &Works

Accountants of India Pass the intermediate exam of ICSI PG degree in commerce or corporate secretary or law

& company secretary ship.

Not having proper qualification as prescribed by central govt.

Any firm or body

A company having 2 directors only. None of them can be appointed as secretary.

A secretary of the co. having 5 cr or more paid up share cap. Cannot be a whole time secretary of any other co.

The auditor of the co.

A secretary can be appointed by:

Promoters: The promoters generally appoint the first secretary when the

company is not registered and is at the pre-incorporation stage. Once registered, the appointment is confirmed in the first

meeting of BoD. AoA:

The first secretary may be nominated in the AoA. But it is not mandatory to be followed.

If AoA is not followed, due notice should be given. Directors:

Can be appointed by the BoD. Remuneration and tenure is also fixed by BoD.

1. Right to control the office: He has the right to control and supervise the activities.

2. Right to sign documents: As per regulation 84 (2) of table A, he can sign every

document which has the seal of the co.3. Right to issue certificate:

Can issue certificates on behalf of the company.4. Right to write documents5. Right to represent the co. on the social functions.6. Right to get compensation:

In case of his wrong dismissal, he can claim the compensation from the company.

1. Statutory duties: These duties are prescribed by Companies Act or other important Acts.

Supervising the issue, allotment, transfer and forfeiture of shares and debentures.

Allowing inspection of books and documents

Maintenance of books and registers of the co.

Make correspondence on behalf of co.

Filing necessary returns

To work in connection with co. meeting

2. Duties towards Directors:

To keep records of documents for directors’ reference

To draft the report of directors

To advice the chairman to conduct General meetings and make arrangements for the same.

To implement the policies

To perform all the requirements on behalf of Directors.

3. Duties towards shareholders:

To deal with all the correspondence between co. and shareholders

To ensure that the dividend is declared and distributed

To deal with grievances of shareholders

To keep proceedings of the meetings

To see that the shares are transferred in accordance with AOA.

4. Miscellaneous Duties:

Should not act beyond his authority.

Carry out the orders given by directors

Represent co. on social occasions and other functions

Should not disclose confidential information of the co.

MeetingsTime and place of holding meetingsPurpose of holding meetingsBusiness transacted at these meetings

A company being an artificial person expresses its will or takes its decision through resolutions passed at regularly convened meeting of the general body of the shareholders, and the directors.

The companies Act provide the shareholders a forum which they can use to appoint directors as well as auditors of their own choice who may safeguard them from the possible manipulation.

While the board of directors exercise their powers and take decisions through board meetings.

Members Meetings:

Statutory Meeting under Section 165;

Annual General Meetings under Section 166;

Extraordinary General Meetings:

Convened by directors suo moto between two AGMs.

Convened by directors on requisition under Sec 169.

Meetings of the Board of Directors.

Class Meetings of Shareholders.

Meetings of the Debenture holders.

Meetings of the Creditors.

Meetings of the Contributories in winding up.

Companies limited by guarantee and share shall, within a period of more than 1 month and less than 6 months from the date of commencement of business, hold a general meeting of the members.

If a statutory meeting is not held, it becomes a

ground for winding up of the company through

Court u/s 433(b).

The notice must be given at least 21 clear days

before the meeting.

The statutory report is required to be sent to each member along with the notice of the meeting. A copy of it should also be sent to the Registrar for registration.

If default is made in complying with any required of section fine is 5000/-

No meeting required:

(a) a private company;(b) a public company not having share capital;(c) a public company liability of its members unlimited;(d) a public company limited by guarantee and not having share capital(e) a Government company.

Every company, whether public or private, having

a share capital or not, limited or unlimited must

hold an Annual General Meeting.

The first Annual General Meeting of a company

may be held within eighteen months from the

date of its incorporation.

(a) There must be one meeting held in each calendar

year.

(b) The gap between two AGMs must not be more

than fifteen months.

(c) Meeting must be held not later than six months

from the close of the financial year.

The Registrar of Companies is empowered to grant

extension of time, for special reasons, up to a maximum period of three months.

Also a proxy form must be attached to the

notice, on which it must be specifically mentioned

that a member entitled to vote is entitled to

appoint proxy and proxy need not be a member

of the company.

A shorter notice may be held valid if consent is

accorded to by all the members entitled to vote

at the meeting.

A copy of the directors’ report and auditors’

report must accompany the notice.

Every annual general meeting shall be held during business hours and on a

day that is not a public holiday

Further, the meeting shall be held either at the registered office of the

company or at some other place within the city, town or village in which

registered office of the company is situated.

Every AGM called after giving 21 days notice must be held on a day other

than a public holiday.

Time of subsequent AGMs may be fixed by the Article or by a resolution in

the AGM.

The business to be transacted at an AGM may comprise of (I) ordinary business (ii) special business

Ordinary business relates to :

(a) consideration of the accounts, balance sheet and the

reports of the Board of directors and auditors;

(b) the declaration of dividends;

(c) the appointment of directors in place of those retiring ; and

(d) the appointment of auditors and fixation of their

remuneration.

Any other business scheduled to be transacted at the

meeting will be deemed to be special business.

Every general meeting of company with exception

to Statutory Meeting and AGM is called an EGM.

Every business at an EGM is a special business,

which arises between two AGMs being urgent, and

cannot be deferred to the next AGM.

Usually the Articles contain provisions empowering

the board for calling an EGM.

An EGM may be called :

(I) by the Board of directors of its, own accord;

(ii) by the directors on requisition of members holding 1/10th of the capital or voting rights

(iii) by the requisitionists themselves;

(iv) by the Company Law Board

The requisition shall set the matters for consideration, duly signed and deposited at the registered office of the company.

If the EGM is not called within 21 days of the requisition the meeting may be called on a day not later than 45 days from the date of deposit of requisition: By requisitionists themselves; or

By 1/10th of the shareholders or members holding 1/10th of voting right.

If, for any reason it is impracticable to call an EGM, the CLB may, either of its own or on an application of any director ort member:

order a meeting of the company; and give such ancillary or consequential directions as

the CLB thinks expedient. A meeting so called shall be deemed to be a meting

of the company duly called, held and conducted. The CLB will interfere very sparingly, and only when

the application of a meeting is made bona fide in the larger interest of the company.

A meeting of the Board of directors shall be held at least once in every three months and at least four such meetings shall be held in one year.

As long as four meetings are held in a calendar year, the interval between two meetings may be more than three months.

Listed companies are required to hold at least four board meetings in a year with a maximum time gap of four months between two meetings. (LA - Clause 49)

Notice of every meeting of the board shall be given in writing to every director for the time being in India, and at his usual address in India to every director.

Failure would make the officer in default punishable with a fine extending up to Rs 1000.

The notice should contain the time date and place of meeting.

There is no provision for minimum days for giving notice. It is generally prescribed by the Articles.

If the notice of the meeting is not given to even one director the meeting and any resolution passed thereat would be invalid.

Notice of the adjourned meeting should be given to the directors who did not attend the original meeting.

For sine die adjournment and to transact new business a fresh notice would be required.

The meeting of the director may be held at any time and place convenient to directors, outside the business hours and even on public holiday unless Articles provides otherwise.

Good practice demands that the agenda containing business to be transacted is circulated preferably along with the notice at least a week before the date of meeting.

1. Fundamentals of Business Organization andManagement by Y.K.Bhushan- Sultan Chandpublications

2. Principles & Practices Of Management by L M Prasad – Himalaya Publishing House

Thank You!!!