Company Secretary is the Watchdog of protecting the Principles of Corporate Governance as well as the collective interest of all the stakeholders so also the Company; of course he is not a blood hound – Mayank Agarwal Vs. Technology Frontiers (India) Pvt. Ltd., Represented by Sriram Srivatsan, PCS – NCLT Chennai Bench
The NCLT held that the Company Secretary is the Secretary of the Company; the Secretary of the Company is the Secretary of the Company; he is not the Secretary of shareholders. Needless to mention that he is the Watchdog of protecting the Principles of Corporate Governance as well as the collective interest of all the stakeholders so also the Company; of course he is not a blood hound. The era in which the Company Secretary occupied the position of a glorified clerk in Companies has expired consequent upon evolution of corporate governance and the various compliance requirement in a complex regime so as to protect the interest of the company as well as its various stakeholders.
Further, it held that the company can be represented by the Company Secretary since he is a key managerial person under section 2(51) of Companies Act, 2013, officer in default as per sec.2(60) as per companies act 2013 and as per the power given under sec. 205(1)(c) read with Rule 10 clause 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 it is abundantly clear that the Company Secretary can represent before various regulators and other authorities under the Act in connection with discharge of various duties under the Act. The NCLT being a quasi-judicial authority the Company Secretary can very well do the same.
