{"id":3892,"date":"2024-03-19T02:29:43","date_gmt":"2024-03-18T20:59:43","guid":{"rendered":"https:\/\/gstguntur.com\/?p=3892"},"modified":"2024-03-20T17:03:04","modified_gmt":"2024-03-20T11:33:04","slug":"legal-framework-governing-company-secretaries-important-questions","status":"publish","type":"post","link":"https:\/\/gstguntur.com\/legal-framework-governing-company-secretaries-important-questions\/","title":{"rendered":"Legal Framework Governing Company Secretaries \u2013 Company Law Important Questions"},"content":{"rendered":"

Legal Framework Governing Company Secretaries \u2013 Company Law Important Questions<\/h2>\n

Question 1.
\nState the statutory duties of Company Secretary under the Companies Act, 2013. (June 2014) (4 Marks)
\nAnswer
\nDuties of Company Secretary [Rule 10 of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014:
\nThe duties of Company Secretary shall also discharge, the following duties, namely:<\/p>\n

    \n
  1. To provide to the directors of the company, collectively and individually, such guidance as they may require, with regard to their duties, responsibilities, and powers;<\/li>\n
  2. To facilitate the convening of meetings and attend Board, committee, and general meetings and maintain the minutes of these meetings;<\/li>\n
  3. To obtain approvals from the Board, general meeting, the government, and such other authorities as required under the provisions of the Act;<\/li>\n
  4. To represent before various regulators, and other authorities under the Act in connection with the discharge of various duties under the Act;<\/li>\n
  5. To assist the Board in the conduct of the affairs of the company;<\/li>\n
  6. To assist and advise the Board in ensuring good corporate governance and in complying with the corporate governance requirements and best practices; and<\/li>\n
  7. To discharge such other duties as have been specified under the Act or rules; and such other duties as may be assigned by the Board from time to time.<\/li>\n<\/ol>\n

    Question 2.
    \nRakesh, practicing Company Secretary, has accepted the position of Secretarial Auditor previously held by another Company Secretary in |fcac* tice by communicating through SMS. He also used the designation \u2018Company Law Consultant\u2019 in his visiting cards. Examine with reference to the relevant provisions of the Company Secretaries Act, 1980 and\/or Companies Act, 2013. Whether these are in order. (December 2018) (5 marks)
    \nAnswer:
    \n1. As per clause (8) of Part, I of the First Schedule to the Company Secretaries Act, 1980, a company secretary in practice shall be deemed to be guilty of professional misconduct, if he accepts a position as a company secretary in practice previously held by another company secretary in practice without first communicating with him in writing.<\/p>\n

    2. As per clause (7) of Part, I of the First Schedule to the Company Secretaries Act, 1980, a company secretary in practice shall be deemed to be guilty of professional misconduct, if he advertises his professional attainments or services, or uses any designation or expressions other than company secretary on professional documents, visiting cards, letterheads or signboards unless it is a degree of a university established by law in India or recognized by the Central Government or a title indicating membership of the ICSI or of any other institution that has been recognized by the Central Government or may be recognized by the Council.<\/p>\n

    Under the clause, use of any designation or expression other than company secretary for a company secretary in practice, on professional documents, visiting cards; etc amounts to misconduct unless it is a degree of a university or a title indicating membership of any other professional body recognized by Central Government or the Council.<\/p>\n

    3. In the given case; Rakesh, practicing company secretary has accepted the position of secretarial Auditor previously held by another company secretary in practice by communicating through SMS is tenable subject to condition. Rakesh is able to establish that SMS is delivered to the recipient before he takes up the assignment. Further, the use of the designation \u2018Company law consultant\u2019 in his visiting cards attracts misconduct under clause (7) of Part I of the First Schedule to the Company Secretaries Act, 1980.<\/p>\n

    Question 3.
    \nShalini, practicing Company Secretary, has disclosed information acquired in the course of her professional engagement to a person other than the client, without the consent of such client. Can she do so? Can she retain the digital signature of her client for uploading e-forms on the MCA portal? (December 2018) (5 marks)
    \nAnswer:
    \n1. As per clause (i) of the PART, I of the Second Schedule to the Company Secretaries Act, 1980, which deals with professional misconduct in relation to company secretaries in practice company secretary in practice shall be deemed to be guilty of professional misconduct, if he discloses the information required in the course of his professional engagement to any person other than his client, so engaging him, without the consent
    \nof his Client, or otherwise than as required by any law for the time being in force.<\/p>\n

    2. In the given case, Shalini, practicing Company Secretary, has disclosed information acquired in the course of her professional engagement to a person other than the client, without the consent of such client<\/p>\n

    Question 4.
    \n\u2018S\u2019 is a member of the Institute of a Company Secretaries of India. He has defaulted in payment of annual subscription and his name is removed from the Register of Members by ICSI on 31st December 2018.
    \n(i) Can he be appointed as \u201cCompany Secretary\u201d by \u2018M\u2019 Ltd. with a paid-up share capital of INR 10 crore on 1st January 2019?
    \n(ii) If M Ltd. has paid-up share capital of INR 2 crore and it has appointed \u2018S\u2019 as a company secretary on a part-time basis, is it valid? (June 2019) (4 marks)
    \nAnswer:
    \n1. Under section 2(24) of the Companies Act, 2013, Company Secretary or Secretary means a company secretary as defined in section 2(1 )(c) of the Company Secretaries Act, 1980, who is appointed by a company to perform the functions of a Company Secretary under the Act.<\/p>\n

    2. As per section 2(l)(c) of the Company Secretaries Act, 1980, Company Secretary means a person who is a member of the ICSI.<\/p>\n

    3. As per section 203 read with rules 8 and 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the appointment of Company Secretary is mandatory’ in the following types of companies:<\/p>\n