Secretarial Practice - 12th Textbooks

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The Coordination Committee formed by GR No. Abhyas - 2116/(Pra.Kra.43/16) SD - 4Dated 25.4.2016 has given approval to prescribe this textbook in its meeting held on20.06.2019 and it has been decided to implement it from the academic year 2019-20.Secretarial PracticeSTANDARD XI2019Maharashtra State Bureau of Textbook Production and Curriculum Research,Pune - 411 004Download DIKSHA App on your smartphone. If you scan the Q.R.Codeon this page of your textbook, you will be able to access full text. If youscan the Q.R.Code, you will be able to access audio-visual study materialrelevant to each lesson, provided as teaching and learning aids.

Maharashtra State Bureau of Textbook Production andCurriculum Research, Pune- 411 004.First Edition : 2019First Reprint : 2020Maharashtra State Bureau of Textbook Production and CurriculumResearch reserves all rights relating to the book. No part of this bookshould be reproduced without the written permission of the Director,Maharashtra State Bureau of Textbook Production and curriculumResearch, Pune.Commitee MembersDr. Jyoti Gaikwad(Chairman)Dr. Mukund Tapkir(Member)Dr. Prashant Sathe(Member)Shri. Mohan Salvi(Member)Shri. Surendra Nirgude(Member)Shri. Mahesh Athawale(Member)Smt. Anantlaxmi Kailasan (Member)Shri. Narayan Patil(Member)Smt. Laxmi Pillai(Member)Smt. Mrinal Phadke(Member)Smt. Ujjwala Godbole(Member-Secretary)Cover, Illustrations andComputer DrawingsSandip Koli, Artist, MumbaiTypesetterBaladeo Computers, Mumbai-28.Co-ordinatorUjjwala Shrikant GodboleI/C Special Officer for MathematicsProductionSachchitanand AphaleChief Production OfficerSanjay KambleProduction OfficerPrashant HarneSmt.Shri.Shri.Shri.Shri.Study Group MembersAsst. Production OfficerSmt.Shri.Smt.Shri.Smt.Paper70 GSM Cream woveZubeida SurtiVijay KhudeAshok GadadareOmkar PrasadeGovind HareLaxmi PillaiNitin GujarathiManjusha GongalePrashant ShelkeNayana PadkiPrinterPrint Order No.Chief Co-ordinatorSmt. Prachi Ravindra SathePublisherVivek Uttam Gosavi, ControllerMaharashtra State TextbookPrabhadevi, Mumbai- 400 025Bureau,

NATIONAL ANTHEM

PREFACEWe have pleasure in introducing the text book based on revised syllabus forStd-XI. from the academic year 2019-2020.A student in the commerce stream studies various subjects which covers topicslike business, commercial organisations, management of business, economics,financial accounting etc. Secretarial Practice is one of the subjects in commercewhich deals exclusively with one of the largest and most popular forms of businessorganisation viz. the Joint Stock Company. In this subject, a student is introducednot only to Joint Stock Company, its working, management etc., but also to therole and importance of Company Secretary as compliance officer and alsointroduced to the communication skills of company secretary.Due care has been taken to put the subject matter in a simple manner so thatstudents can easily grasp the legal and technical aspects of the Companies Act,2013. The contents are supported with charts and diagrams wherever necessary. Theterms and difficult words are explained then and there. The book contains interestingadditional information, activities etc. The exercise given at the end of the topiccontains different types of questions to test conceptual clarity. Students are givenopportunity to analyse, express opinion and justify their answer through applicationbased questions. At the end of the chapter, QR code is given which will be helpfulto the reader as it contains forms, documents, links, proformas etc. to get moreknowledge and clarity about the contents.The Companies Act, 2013 has brought in drastic changes and has alsointroduced new concepts. There have been frequent amendments made to the Act.This book includes all changes and amendments made in the Act and in Rulesand Regulations upto December, 2018. It does not cover each and every provisionof Companies Act, 2013 considering the syllabus covered for std XI. Students areintroduced to the legal provisions of Companies Act, 2013 in simple way keepingin view the practice of Company Secretary.We are greatful to the subject committee members, study group members,translators, reviewers and all those who have taken efforts in designing thistextbook.We hope the textbook will be well received by academicians and students.PuneDate : 20 June 2019Indian Solar Date : 30 Jyestha 1941(Dr. Sunil Magar)DirectorMaharashtra State Bureau of TextbookProduction and Curriculum Research, Pune.

Competency StatementsUnitNo.TopicCompetency Statementsl1Secretarylll2Joint stockcompanyll3Formation ofcompany andDocuments relatedto Formation ofcompanyllll4Members,Directorsand KeyManagerialPersonnelllThe Students will be able to Understand the concept of SecretaryUnderstand importance of Secretary,types of secretaryKnow about qualities and qualificationof SecretaryThe Students will be able to Understand Evolution of BusinessorganisationsUnderstand Meaning, Features andtypes of Joint Stock CompaniesCompare Various Forms of BusinessOrganisationThe Students will be able to Understand the Procedure ofFormation of a companyUnderstand different documents ofthe company namely MOA, AOA,Prospectus etc.Compare MOA and AOA.The Students will be able to Understand the concept of shareholderand member, rights of membersExplain ways and reasons ofacquisition and termination ofmembership.Understand role, importance, dutiesof Board of Director, M.D., CEO,CFO, C.S.

l5Company Meetingllll6BusinessCommunication skillsof secretarylllThe student will be able to Understand the meaning, need,provisions of Company MeetingsUnderstand the types of companymeeting and legal provisions.State the functions of secretaryrelated to annual general meeting.The student will be able to Understand different typesof Business Communication,importance, layout and essentialsof Business letters.State role of secretary in preparingletters, notices, reports, returns andminutesThe student will be able to Understand circumstances underwhich secretary communicateswith directors and drafting ofletters.Understand circumstances underwhich secretary communicateswith banks and drafting of letters.Circumstance under whichsecretary communicates withstatutory authorities and drafting ofletters.

INDEXNo.ChapterPage No.1Secretary12Joint Stock Company163Formation of a company334Documents related to formation of a company485Members of a company676Directors and Key Managerial personnel of a company777Company Meetings - I1028Company Meetings - II1219Business Communication Skills of Secretary13410Correspondence with Directors14911Correspondence with Banks15812Correspondence with Statutory Authorities173Answer Keys186

1SECRETARY1.1 Origin of Secretary1.2 Meaning and Definition1.3 Features1.4 Importance1.5 Types1.5.1 Personal Secretary1.5.2 Institutional Secretary Secretary of Non-profit Association Secretary of Co-operative society Secretary of Joint Stock Company Secretary of Government Department1.6 Functions of Secretary1.7 Qualities of Secretary1.8 DistinctionINTRODUCTION:The Indian economy is fast developing and has fastest growing service sector in the world.Various forms of organizations have emerged in the present economic situation.Finance is needed to establish a business, run it, to modernize it, expand it and diversify it.The role of financial management has become important to the corporate world. Expert individualshaving special capabilities and knowledge to grow business have now become important for ourpresent Indian business scenario. The profession of Secretary is one such profession which caters tothe changing demands of businessmen and organizations.The subject ‘Secretarial Practice’ deals with the origin, importance, features, types, appointment,qualities, qualifications, functions, duties of different types of secretaries, the functioning of jointstock company etc.1.1ORIGIN OF SECRETARYUntil the late 19th century, persons involved in the daily correspondence and the activitiesrelated to finance had assumed the title ‘Secretary’.The Latin words ‘secretum’ or ‘secretus’ which means the secrets. The word Secretary isderived from the Latin word ‘Secretarius’ which means someone who works for a person of greatimportance.1

In the Roman times, ‘Scribae’ was a professional letter writer or one who maintains confidentialrecords.In ancient Indian history, Secretary was referred to as Amatya, Sachiva or Chitnis, whichmeans a person who does secretarial work.Today, the State and Central Governments also have secretaries for various departmentsfunctioning under the control of ministries in the Sachivalaya.OriginFormer names forSecretaryMeaningLatin languageSecretariusA confidential writer or officer with whomsecrets are entrusted by employer.Roman EmpireScribaeA professional letter writer or one whomaintains confidential records.Indian historyAmatya/Sachiva/ChitnisA person who does secretarial work.Additional information:In 1870 Sir Isaac Pitman founded a school where students could qualify as professionalwriters. In 1888, with the invention of typewriters, the role of secretary increased. In aneffort to promote professionalism, the National Secretaries Association was created in1942 in the USA. Later a special Secretaries Day was created which would be in the lastweek of April. This week is now known as Administrative Professional’s Week.1.2MEANING AND DEFINITIONThere are various definitions of Secretary some of them are as follows :1)The Oxford Dictionary defines a Secretary as ‘A person whose work is to write for others,especially one who is employed to conduct correspondence, keep records and to transactvarious other businesses for another person or for a society, corporation or public body.’2)According to Companies Act 2013 Section 2(24) ‘‘Company Secretary or Secretarymeans a Company Secretary as defined in Clause (c) of Sub-section (i) of Section 2 of theCompany Secretaries Act 1980 who is appointed by a company to perform the function ofa Company Secretary under this Act.’’The Company Secretaries Act, 1980 defines Company Secretary as - “a person who is amember of Institute of Company Secretaries of India.”From the above definitions it can be stated that Secretary is appointed to ensure the smoothfunctioning of the organization and assists in various functions related to correspondence,meetings, record keeping and any such administrative work.2

1.3FEATURES OF SECRETARYFEATURES OF cer1)Individual : Only an individual alone can be appointed as a Secretary. A firm, an institutionor a corporate body cannot be appointed as a Secretary. A Secretary has to be an individualas per the provisions of the Company Law and also due to the skills required to fulfill theduties and responsibilities towards the employers.2)Duties : A Secretary has to perform routine and administrative duties such ascorrespondence, conducting meetings, maintaining records and providing information.Secretary also has to fulfill the day to day routine duties related towards the employeror organization such as clerical work, recording, fixing appointments, giving reminders,replying to other employees queries etc. These duties vary according to the nature of workof the organization or employer. In recent time, Secretary has to ensure legal compliances.3)Qualification : Every Secretary must possess certain qualities and qualifications as perthe organization. However, a person who is appointed as a Company Secretary in a publicor private limited company needs to have certain prescribed qualifications according toCompanies Act 2013. Similarly a Secretary of a Government Department needs to havethe qualifications as per the Government rules and regulations.4)Appointment : A Secretary can be appointed by individuals, professionals, society,corporation, government, public organization, Joint stock companies etc. In other wordsa Secretary can be a personal or institutional Secretary.5)Paid employee : A Secretary is a paid employee of the organization. Secretary is eithergiven a salary or paid an honorarium. Although Secretary is a paid employee, yet theSecretary holds an important position in the organization.Honorarium :A fee or a payment given to a professional person for services rendered.6)Confidential officer : A Secretary is a custodian of secret and confidential informationof the organization. Secretary is closely connected to the top management and can beinvolved in policy decisions.7)Representative : A Secretary acts as a representative of the organization. Generallysecretaries are of two types: (a) Personal (b) Institutional. Secretaries appointed byindividuals are known as personal secretaries. These secretaries represent their employers.3

Institutional secretaries are appointed by societies, companies, government departmentsand represent their organizations.8)1.4Qualities : A Secretary should possess certain qualities so as to conduct the secretarialduties smoothly. The qualities like concentration, intelligence, tact, loyalty, co-operation,courtesy, leadership, orderliness and knowledge seeker assist in smooth and efficientworking of the organization.IMPORTANCE OF A SECRETARYIMPORTANCExpert advice and guidanceAdministratorCustodian of secret informationCorrespondentLegal compliance officerConducting meetingsLink between management and staffFulfillment of Secretarial standards and secretarial auditEIn modern times a Secretary has greater status and importance in an organization. This isbecause of the ever changing and never ending demands of today’s business world.The need and importance of a Secretary can be highlighted with the following points :1)Expert advice and guidance : The Secretary advices the superiors on various importantissues and assists in finalizing decisions on various issues. The views, observations andopinions of the Secretary are always considered valu

A student in the commerce stream studies various subjects which covers topics like business, commercial organisations, management of business, economics, financial accounting etc. Secretarial Practice is one of the subjects in commerce which deals exclusively with one of the largest and most popular forms of business organisation viz. the Joint Stock Company. In this subject, a student is .

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