ROLE OF SECRETARIES IN DYNAMIC CORPORATE ENVIRONMENT

The Company Secretary occupies the critical place in the company's organizational pecking order stimulating with arduous responsibilities for the proper observance of numerous legislation's. He is the Chief Administrative Officer of the company who has to advise and guide the Board of Directors so as to ensure that the multifarious statutory requirements are duly adhered to. This places the secretary in an unenvious position of constantly updating his knowledge and skills in the understanding and application of a plethora of corporate laws which are complex and inter-linked. An attempt has been made in this paper to present the changing role of company secretaries in the liberalized economic scenario.

Company secretaries have been playing a three-fold role as a statutory officer, as a Coordinator and as an administrative officer. According to sec.2 (30) of the Companies Act, 1956 the term "officer" includes any director, manager or secretary. Though in the eyes of law, the secretary is a mere officer of the company, in actual practice he commands considerable influence with the directors. The status of the secretary has changed remarkably over a period of time. In Panorama Developments Ltd., vs. Fidelis Furnishing Fabrics Ltd., (1971), it was observed by Lord Denning that, "A company secretary is a much important person nowadays than he was in 1887. He is an officer of the company with extensive duties and responsibilities. From the position of clerk, he has now been elevated to that of managerial cadre. Many of the company secretaries have reached the top position like Chairman, Managing Director, and Executive Director, in their own groups. As a member of the top corporate management, the secretary has come to be accepted as an indispensable professional to ensure corporate governance. He plays a key role in coordinating with the various statutory bodies like SEBI, BIFR, Stock Exchanges, RBI, Department of Company Affairs, Company Law Board in connection with the approvals, sanctions and consents under the various corporate laws.
There has been a growing awareness and appreciation in the Government and the corporate sector of the great support from the Corporate Professions whereby they have ushered in an area of self-regulation. Company Secretaries have become necessary adjuncts in the corporate management hierarchy as they are looked upon for sound counsel and advice on all matters of importance.
The Corporate sector has recognized the role of company secretaries Corporate managements are constituted by corporate executives of multi discipline professionals having dynamism and vision for the effective role of moulding and shaping the corporate sector under any demanding situation. Company secretaries who are also multi - disciplined professionals, have occupied the key and pivotal statuses in the corporate sector have established a good track record of having performed the responsibilities and functions as envisaged in various corporate laws.
With the increased professionalisation of corporate management in the context of modern corporate culture, company secretaries play a key role in guiding and shaping the distinct corporate entity, engaging him. He is often looked upon as a Senior Management Professional who is expected to discharge a wide range of responsibilities. Company Secretary who wields considerable authority in the corporate hierarchy is undoubtedly a professional manager. The most significant managerial skill and professional competence that differentiate him from other managers is the coordinating skill which he has to exercise constantly to bring the different functional specializations within the organization to realize its objectives. In view of the new corporate environment on account of liberalization and globalization, corporate management has witnessed a pronounced shift in favour of management by professionals, among whom the role of company secretary is all the more important.
In a decentralized and liberalised economic and legal environment, the role of a company secretary assumes greater significance and arduous responsibility. A company secretary is no more now a company law secretary. Though compliance of corporate laws is an important function of a company secretary, his role does not commence and end with mere compliance of laws.
Besides a company law specialist and management expert, today a company secretary is required to be a computer secretary. In the changed technological environment, company secretaries have to be expert user of modern information techniques there by enhancing their utility quality of service to the organization and of the clients.
The profession of company secretaries has made remarkable contribution in the liberalised economic and industrial scenario. For, most of the company secretaries perform their duties as merchant bankers, consultants, fund raisers, administrators, programmers and so forth. The financial reforms, capital market reforms, economic reforms have once again thrown up greater challenges and opened up new vistas for the profession of company secretaries. The enactment of Depositories Act, 1996, Companies (Amendment) Act, 1996, Take over code, Securities have (Amendment) Act, 1995, changes in securities contracts (Regulation) Act, 1956, increased powers to SEBI, Forex Management, financial services, foreign collaboration and joint venture agreements, formation of mutual funds, asset management companies and depositories, emergence of institutions like Stock Holding Corporation of India Ltd, Credit Rating Agencies, National Stock Exchange, OTCEI, have all activated the corporate sector to a large extent. Other important areas where company secretaries can contribute substantially include environmental audit, secretarial audit, securities audit, compliance of SEBI guidelines, patents and trade marks, consultancy services and so forth.
Though some clauses in companies Act,1956 nostalgic to the profession company secretaries, significant aspects like hybrids, derivatives and options, provision for buy - back of shares, setting up of Indian Depository Receipts, adequate corporate disclosures, mergers, demergers and corporate restructuring, secretarial compliance certificate have thrown open challenging tasks and opportunities for the profession of company secretaries.
conclusion:
It is clear from the foregoing discussion that company secretaries have come to be accepted by all as an independent and indispensable professional. The role of company secretary has not merely changed; it has transformed itself into new dimensions. The changes have terrified new challenges and tasks; that spur the professional instincts of a company secretary to identify himself with the whole of business.

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Comentário: O artigo destacou como a secratária se tornou um profissional de extrama importancia nas organizações, vem mostrando que embora nos olhos da lei a secretária é apenas um mero oficial da companhia, na prática real comanda a influência considerável com os diretores e assume responsabilidades de peso. Assim estes profissionais vem conseguindo mostra o quão seu trabalho e suas funçãoes poder ajudar no desenvolvimento das empresas.