Can Comapny Secretary issue notice on behalf of that Company?
Querist :
Anonymous
(Querist) 30 October 2010
This query is : Resolved
Dear Learned Members;
We are Ltd Company and Agreement was executed with another Pvt Ltd for availing service.
Our MD and their MD was signed and stamped the agreement on 12-01-2007.
Thereafter due to some malfunctions both parties could not able to perform the obgligations.
In 2009 the Company Secretary of that Pvt Ltd company issued a letter for demanding amount of l lakh, which was paid to us, as per the agreement we should not return the same to them.
My question is that whether the Company Secretary can issue letter to us for breach for contract?
Bcz he is not at all an authroized signatory to the agreement.
According to me CS is the prinicpal office of the Company, but he cannot issued notice to us for breach of contract and money demand as he was not an authorized person to the agreement.
Request you to advice on this immediately
Hitender Gaur
(Expert) 30 October 2010
If the Bord of Director authorized a CS he can issue any notice/letter for and on behalf of the company, as he is also a responsible paid employee of the company who is actin in the interest of company having sufficiant knowledge of law.
ROLE OF COMPANY SECRETARY
v The ICSI is a premier national professional body established under an Act of Parliament namely the Company Secretaries Act, 1980
v Functions under the administrative control of Ministry of Corporate Affairs, Government of India.
v Has been set up to develop and regulate the profession of Company Secretaries
v Has its Headquarters at New Delhi and 4 Regional Councils at Chennai, Kolkata, Mumbai and New Delhi and 45 Chapters and 24 Satellite Chapters spread all over India
v Has set up Centre for Corporate Research and Training (ICSI-CCRT) at Navi Mumbai
v Conducts examination at 64 centres across the country and one Overseas Centre at Dubai
VISION and MISSION OF THE INSTITUTE
Vision
“To be global leader in development of professionals specializing in corporate
Governance”.
Mission
“To continuously develop high caliber professionals ensuring good corporate governance and effective management and to carry out proactive research and development activities for protection of interest of all stake holders, thus contributing to public good”.
ROLE OF COMPANY SECRETARIES
v Pursuant to section 383A of the Companies Act, 1956, companies with a paid-up share capital of Rs.Two crores or more are compulsorily required to appoint a whole time Company Secretary who must he member of the Institute of Company Secretaries India.
v Every company having a paid-up share capital of Rs.Ten Lakhs or more but less than Rs.Two Crores, is required to engage the services of a Secretary in Whole-time Practice for issue of compliance Certificate.
The Company Secretary
v Is a vital link between the company and its Board of Directors, shareholders, government and regulatory authorities.
v Ensures that Board procedures are both followed and regularly reviewed and provides guidance to Chairman and the Directors on their responsibilities under various laws.
v Commands high position in the value chain and acts as conscience seeker of the company.
A Company Secretary being multidisciplinary professional renders services in following areas:
CORPORATE GOVERNANCE AND SECRETARIAL SERVICES
Corporate Governance Services
v Advising on good governance practices and compliance of Corporate Governance norms as prescribed under various Corporate, Securities and Other Business Laws and regulations and guidelines made thereunder.
Corporate Secretarial Services
v Promotion, formation and incorporation of companies and matters related therewith
v Filing, registering any document including forms, returns and applications by and on behalf of the company as an authorized representative
v Maintenance of secretarial records, statutory books and registers
v Arranging board/general meetings and preparing minutes thereof
v All work relating to shares and their transfer and transmission
Secretarial/Compliance Audit and Certification Services
v Secretarial/Compliance Audit
v Compliance certificate for companies not required to employ a whole time Secretary
v Signing of Annual Return
v Other declaration, attestations and certifications under the Companies Act, 1956
CORPORATE LAWS ADVISORY AND REPRESENTATION
SERVICES
Corporate Laws Advisory Services
Advising companies on Compliance of legal and procedural aspects,
particularly under –
v SEBI Act, SCRA and rules and regulations made thereunder
v Foreign Exchange Management Act
v Consumer Protection Act
v Depositories Act
v Environment and Pollution Control Laws
v Labour and Industrial Laws
v Co-operative Societies Act
v Mergers and Amalgamations and Strategic Alliances
v Foreign Collaborations and Joint Ventures
v Setting up subsidiaries abroad
v Competition Policy and Anti Competitive Practices
v IPR Protection, Management, Valuation and Audit
v Drafting of Legal documents.
Representation Services
Representing on behalf of a company and other persons before-
v Company Law Board
v National Company Law Tribunal
v Competition Commission of India
v Securities Appellate Tribunal
v Registrar of Companies
v Consumer Forums
v Telecom Disputes Settlement and Appellate Tribunal
v Tax Authorities
v Other quasi-judicial bodies and Tribunals
Arbitration and Conciliation Services
v Advising on arbitration, negotiation and conciliation in commercial disputes between the parties
v Acting as arbitration/conciliator in domestic and international commercial disputes
v Drafting Arbitration/Conciliation Agreement/Clause
FINANCIAL MARKETS SERVICES
Public Issue, Listing and Securities Management
v Advisor/consultant in issue of shares and other securities
v Preparation of Projects Reports and Feasibility Studies
v Syndication of Loans from banks & financial institutions
v Drafting of prospectus/offer for sale/letter of offer/other documents related to issue of securities and obtaining various approvals in association with lead managers
v Loan Documentation, registration of charges, status and search reports
v Listing of securities/delisting of securities with recognized stock exchange
v Private placement of shares and other securities
v Buy-back of shares and other securities
v Raising of funds from international markets – ADR/GDR/ECB
Takeover Code and Insider Trading
v Ensuring compliance of the Takeover Regulations and any other laws or rules as may be applicable in this regard
v Acting as Compliance Officer and ensuring compliance with SEBI (Prohibition of insider Trading) Regulations, 1992 including maintenance of various documents.
Securities Compliance and Certification Services
Compliance with rules and regulations in the securities market particularly –
v Internal Audit of Depository Participants
v Certification under SEBI (DIP) Guidelines
v Audit in relation to Reconciliation of shares
v Certificate in respect of compliance of Private Limited and Unlisted Public Company (Buy Back Securities) Rules
FINANCE AND ACCOUNTING SERVICES
v Internal Audit
v Secretary to Audit Committee
v Working capital and liquidity management
v Determination of an appropriate capital structure
v Analysis of capital investment proposals
v Business valuations prior to mergers and/or acquisitions
v Loan syndication
v Budgetary controls
v Accounting and compilation of financial statements
TAXATION SERVICES
v Advisory services to companies on tax management and tax planning under Income Tax, Excise and Customs Laws
v Preparing/reviewing various returns and reports required for compliance with a the tax laws and regulations
v Representing companies and other persons before the tax authorities and tribunals
INTERNATIONAL TRADE AND WTO SERVICES
v Advising on all matters related to IPRs and TRIPs Agreement of WTO
v Advising on matters relating to antidumping, subsidies and countervailing duties
v International Commercial Arbitration
v Advising on and issuing certificates on Exim Policy and Procedures
v Advising on Intellectual Property licensing and drafting of Agreement
v Acting as registered Trade Mark Agent
MANAGEMENT SERVICES
General/Strategic Management
v Advising on Legal Structure of the organization
v Business policy strategy and planning
v Formulation of the organizational structure
v Acting as management representative to obtain ISO Certification
Corporate Communications and Public Relations
v Communication with shareholders, stakeholders, Government and Regulators, Authorities, etc.
v Advisory services for Brand equity and image building
Human Resources Management
v Manpower planning and development
v Audit of the HR function
v Performance appraisal
v Motivation and remuneration strategies
v Industrial relations
v Office management, work studies and performance standards
v Advising on industrial and labour laws
Information Technology
v Compliance with cyber laws
v Conducting Board Meetings through video-conferencing and teleconferencing
v Advising on software copyright and licensing
v Development of management reports and controls
v Maintenance of statutory records in electronic form
v Sending notices to shareholders by electronic mode
v Filing of forms/documents in electronic form with Registrar of Companies and other statutory authorities
DEFENSE ADVOCATE.-firmaction@g
(Expert) 31 October 2010
Even other wise the company is an unnatural body and run by persons so any body can be authorised by the board to do any work.
Advocate. Arunagiri
(Expert) 31 October 2010
Any authorized person can issue notice on behalf of the company. He need not be the party to the agreement. No illegality in this case.
R.Ramachandran
(Expert) 31 October 2010
In fact Mr. Hitender Gaur has not given any specific answer to the query. But only enumerated various responsibilities of the Company Secretary. But no where such responsibilities clearly bring out the answer to the query.
