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The Companies Act 1994 outlines specific statutory liabilities for Company Secretaries, including the obligation to submit statutory reports, hold annual general meetings, file annual lists of members, and comply with various other legal requirements.

Limitations on the Role

While holding a pivotal role, a Company Secretary has limitations:

·         Executive Powers: Cannot assume executive or managerial powers without express authority from the Board.

·         Representation: Cannot represent the company without the knowledge and approval of the directors.

·         Contractual Powers: Cannot bind the company by a contract independently.

In the landscape of the Companies Act of 1994, specific sections carry penalties impacting the role of a Company Secretary. Notably, Section 38(5) addresses lapses in sending notices of refusal to transfer shares or debentures, and Section 258(5) penalizes defaults in submitting statements to the official liquidator. Penalties apply to directors, secretaries, managers, and others, emphasizing the importance of vigilance to avoid corporate contraventions. Company Secretaries must navigate these legal nuances and ensure compliance, as penalties extend to current officers and those who previously served with the company.