Tamilnadu Samacheer Kalvi 12th Commerce Notes Chapter 28 Company Secretary Notes

→ The Key Managerial Personnel (KMP) who run a company is called with different titles viz, directors, managers, or secretary.

→ The word secretary has been originated in Latin. The Latin word ‘Secretarius’ means secret. Here secret means which is not disclosed and confidential. Hence, a person is appointed to perform activities which are confidential and manage the day-to-day business of the company.

→ According to the Companies Act in 1994, only a person having prescribed qualifications can be appointed as secretary of a company.

→ The Secretary must be a member of the Institute of Company Secretaries of India, incorporated under the Companies Act 1956.

→ Statutory qualifications are not enough to become a company secretary. The Secretary must be smart, unbiased, and must have high IQ, besides presence of mind.

→ Only an individual who is a member of Institute of Company Secretaries of India can be appointed as a company secretary.

→ The first secretary of a company is appointed by the promoters, before incorporation.

→ After the registration of company, the first board of directors appoint the secretary at the first board meeting.

→ Functions of the company secretary may be of two types:
(a) Statutory functions
(b) Non-Statutory functions

→ A company meeting must be convened and held in perfect compliance with the various provisions of the Act and the rules framed.

→ Under the Companies Act, 2013, Company meetings can be classified as under:
1. Meetings of Shareholders:
(a) Statutory Meetings
(b) Annual General Meetings (AGM)
(c) Extraordinary General Meetings (EGM) –

2. Meetings of the Directors
(a) Board meetings
(b) Committee meetings

3. Special Meetings
(а) Class Meetings
(b) Creditors and/or Debenture holders meetings

→ As per the Companies Act 2013, for taking any decision or executing any transaction, the consent of the shareholders, the Board of Directors and other specified is required. The decisions taken at a meeting are called resolutions.

→ Resolutions may be classified into three types. They are:
(a) Ordinary Resolution
(b) Special Resolution
(c) Resolution requiring special notice

→ The word ‘Vote’ originated from Latin word ‘Votum’ which means one’s wish or desire. By casting his vote one formally declares his opinion or wish in favour of or against a proposal or a candidate to be elected for an office.

Samacheer Kalvi 12th Commerce Notes

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