Company Secretaries and Corporate Professionals

                                YES WE ARE THE COMPANY SECRETARIES                                                                         CS WORLD INDIA

                                                THE COMPANY SECRETARY  COMPANY SECRETARY – CORPORATE PROFESSIONAL A Company Secretary is a person who is a member of ICSI as   def in ed under the Company Secretaries Act, 1980 .  According to  Companies Act, 1956,  Ø   Under Section 2(45) of Companies Act, 1956 “Secretary” means a Company Secretary with in the mean in g of Section 2(1)(c) of the Company Secretaries Act, 1980 (56 of 1980) and in cludes any other in dividual possess in g the prescribed qualifications and appo in ted to perform the duties which may be performed by a secretary under this Act and any other m in isterial or adm in istrative duties. Ø   Pursuant to Section 383A of the Companies Act, 1956, companies with a paid-up share capital of rupees five crore or more are compulsorily requ...

Section 297 & 299 of the Companies Act, 1956 The Directors are appointed by share holders to act on behalf of them.  Directors occupy a fiduciary position in relation to a Company. They must act bona fide and in the interest of the Company. This duty of good faith which fiduciary relationship imposes is identical with those imposed on trustees. In this sense, it can also be concluded that the Directors are trustees.   Thus, if a Director makes any contract with the Company and does not disclose his interest therein then he will be committing breach of trust. APPLICABLE  Section 297 applies to all companies, public as well as private. However, it does not apply to the contracts where both the parties to the contract are public companies. The section would apply where one of the two companies (being parties to the contract) is a private company and the other is a public company, but in such a case, it will have to be complied with by the public compa...