The Company Secretary - Frequently Asked Questions

The Company Secretary

1. Who appoints secretary?
The first secretary of a company is appointed by the 'promoters' at the pre-incorporation stage. After the company is registered this appointment should be confirmed at the first meeting of the Board of Directors by a resolution.

2. Who is protem secretary?
A protem secretary helps the Board prepare prospectus and helps in the decision making until the company is formed. After that it is left to the Board to decide whether he could continue as a secretary in the company.

3. Define a secretary.
Section 2(45), as modified by the Companies (Amendment) Act, 1988, defines a company secretary as "A person who is a member of the Institute of Company Secretaries of India, and includes any other individual possessing the prescribed qualifications, and appointed to perform the duties which may be performed by a Secretary under this Act and any other ministerial or administrative duties."

4. State the different types of of secretary.
(1) Private secretary
(2) Secretary of a club or an association
(3) Secretary of an institution
(4) Secretary of trade unions
(5) Secretary of a co-operative society
(6) Secretary of Government departments
(7) Secretary of ministers
(8) Secretary of a joint-stock company

5. What do you mean by MRTP Act?
MRTP Act deals with provisions in restricting monopolistic trade practices and restrictive trade practices. An undertaking of the company needs to be registered with the Central Government under Section 26 of the MRTP Act, if a company is a large scale undertaking with assets exceeding Rupees One Hundred Crores, whether singly or collectively along with its interconnected undertakings, or if it is an undertaking dominant in a particular field of activity and has assets of over Rupees One Crore, singly or together with its interconnected undertakings.

6. Who is 'Routine secretary'?
Where a secretary is entrusted only with the routine duties he is termed as a Routine Secretary. His position can be compared to the position of the head of a clerical department doing only such work as he is directed to do by the Board.

7. Who is 'Executive secretary'?
Where a secretary is also entrusted with 'limited executive powers of management' i.e., powers to perform delegated administrative or managerial functions involving discretion, he is termed as an Executive Secretary.