critical analysis of role of company seceratry Final

CHANAKYA NATIONAL LAW UNIVERSITY 

Critically examine Company Secretary Corporate Law – 1

Sumitte! to" Sumitte! y" #r$ %ri&nat' Ro'it Sin'a ()aculty* Corporate La+ , IRoll no./01

2t'Seme3ter

ACKNOWLE45E#ENT Any project completed or done in isolation is unthinkable. This project, although prepared by me, is a culmination of eorts of a lot of people. !irstly, " would like to thank our #rofessor for Corporate Law, $r. %rijnath for his &aluable suggestions towards the making of this project. !urther to that, " would also like to e'press 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, de(nitely, worth mentioning. " would like to e'press my gratitude towards the library sta for their help also. " would also like to thank the persons inter&iewed by me without whose support this project would not ha&e been completed. Last, but far from the least, " would e'press my gratitude towards the Almighty for ob&ious reasons. Ro'it Sin'a

Re3earc' #et'o!olo6y #et'o! o7 Re3earc'

 The researcher has adopted a purely doctrinal method of research. The researcher has made e'tensi&e use of the a&ailable resources at library of the Chanakya )ational Law *ni&ersity and also the internet sources. Aim3 an! O&ecti8e3

 The aim of the project is to present an o&er&iew of &arious aspects of the Company +ecretary an analysis of the &arious case laws and juristic opinions in this regard subseuent to the enactment of the Companies Act, -1/. Scope an! Limitation3

 Though the current topic is an immense project and pages can be written o&er the topic but due to certain restrictions and limitations the researcher has not been able to deal with the topic in great detail. Source3 o7 4ata"

 The following sources of data ha&e been primarily used in the project0 1 %ooks - ournals / Cases #et'o! o7 Writin6"

 The method of writing followed in the course of this research paper is primarily analytical. #o!e o7 Citation

 The researcher has followed the bluebook method of citation 213 th ed.4 throughout the course of this research paper. T'e aut'or 'a3 7ollo+e! t'e 7oot note 3y3tem 7or citation$

Content3 ACKNOWLEDGEMENT............................................................................................... -

5esearch $ethodology.........................................................................................../ ")T567*CT"6)......................................................................................................8 9:6 "+ A C6$#A); +uire approval of the shareholders, Central

%overnment

or

any

other

authority.

;iv< "ince meetings of the oard are confidential in nature, he should ensure secrecy regarding

matters

discussed

at

such

meetings.

hilst the oard 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 "ecretary has to seek guidance and instructions from the Chairman on all important matters. here, the company has a managing director, he must seek his guidance and instructions regarding implementation of the policies laid down by the oard and also on matters arising out of the implementatoon of the decisions. $e is also re>uired to keep the chaimman and managing director apprised of changes in policies of the %ovemnment, obligations under various statutes and to give balanced advice on matters which have legal ramifications.

A4#INISTRATION O))ICER Weh av es ee nt h att h er o l eo faCo mp an ySe c r e t a r yha swi d en edo v e rt h ey e a r s , es pec i al l y

as

anadmi ni s t r at or .

Thepnnc i paldut yofas ec r et ar yasanadmi ni s t r at ori st oens ur et hatt heac t i v i t i esof a company ar ei n conf or mi t y wi t ht he company’ s pol i cy .I n hi sr ol e as an admi ni s t r at or ,t he s ec r et ar y pr o vi des t he v e r yf oundat i on on whi c ht he ent i r e s t r uc t ur eofc ompanyadmi ni s t r at i oni s c ons t r uc t ed. Th er o l eo fa c o mp an ys e c r e t a r ya sa na dmi n i s t r a t o rc an b es u bd i v i d ed i nt o or gani s at i onal ,fi nanc i al ,offic eandper s onnel admi ni s t r at i on.

OR5ANISATIONAL A4#INISTRATION "ince the secretary has an opportunity of looking at the entire organisation he has the scope to advise the top management including the oard of directors on the need to develop a good structure. "ince the secretary collects, interprets and assimilates information relating to all aspects of business to aid and assist the oard 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. $e has, therefore, to ensure that the organisational structure is always under constant study. The making of such examination and study and the conse>uent advice and recommendation for  making changes is a task which the company secretary has to perform.

)INANCIAL A4#INISTRATION "ince 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 "ecretary in consultation with the @inance Fanager 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 "ecretary should have a good knowledge of budgetary control and procedures, accounts and other related matters. $e is also expected to be proficient in dealing with matters

connected

with

taxation.

The Company "ecretary is generally supported by the Chief Accountant in the discharge of  his functions relating to financial administration. In many companies, the "ecretary is also the Chief Accountant. $e has to negotiate with banks and financial institutions the terms of  finance both for working capital re>uirements and capital expenditure.

O))ICE A4#INISTRATION I na l lb i gc ompa ni e s,t h eo ffic ead mi ni s t r at i o ni sc a r r i edo nb ya no ffic erc al l edt h e Offic e Managerwhogener al l yr epor t st ot heCompan ySec r e t ar y .I ti st hedu t yoft heSec r e t ar yt o ens ur et hatdi ff er entdepar t ment soft heoffice are properly staffed, organised, co=ordinated

and

supervised.

$e has to review from time to time the various procedures and systems with a view to making the administration effective. $e 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 "ecretary 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.

A4#INISTARTION CO#9ANY