According to the Oxford Dictionary a ‘secretary’ is ‘one whose office is to write for another; especially one who is employed to conduct correspondence, to keep records and to transact various other businesses for another person, or for a society, corporation or public body’. But this definition is indicative of only one aspect of a company secretary’s duties. In a joint stock company the secretary holds a much more important and responsible position. No company today can think of administering its affairs and complying with the complex requirements of the Companies Act, 1956, Monopolies and Restrictive Trade Practices Act, 1969, and other allied laws without appointing a competent secretary.
The work of a Company Secretary begins with the floatation of the company and ends with its liquidation. Besides attending to routine duties of office administration, writing letters, reports, proceedings and minutes of meetings, a company secretary has to comply with the requirements of the Companies Act relating to the filing of various ‘returns’ and ‘statements’ with the Registrar of Companies. Again, he has also to comply with the provisions of Monopolies and Restrictive Trade Practices (MRTP) Act, Foreign Exchange Regulation Act, Income-Tax Act and other economic laws.
He is the link between the directors and the shareholders, the medium through which the company communicates with the outside world. ‘While the directors are the brains of the company, the secretary is its ears, eyes and hands.”Although the secretary is primarily concerned with the carrying out of the policy laid down by the management, he may at times even help them in shaping that policy. The responsible nature of work of a company secretary is further emphasized by the existence of a professional institution, the Institute of Company Secretaries of India, New Delhi, with high standards of membership.
In spite of such a pivotal role of a company secretary, it is surprising that prior to the commencement of the Companies (Amendment) Act, 1974 (i.e., 1st February 1975), the Companies Act neither made it compulsory for a company to have a secretary nor prescribed any qualifications for him. To remove this lacuna in the Companies Act, the Amendment Act, 1974 makes it ‘obligatory for every company having a paid-up share capital of Rs 25 lakhs or more to have a whole-time secretary [New Sec. 383A(1)1 who shall possess such qualifications as may be prescribed by the Government [modified Sec. 2(45)].