Restrictions on the Rights and Powers of Company Secretary
Though company secretary, enjoys a lot of powers and rights, still there are some restrictions to his rights and powers. The restrictions are as follows:
In case of representation: Company secretary cannot make any representation on behalf of the company if he is not authorized by the board to do so.
In case of entering into any contract: Company secretary is not entitled to enter into any contract on behalf of the company unless he is specifically authorized by the directors to do so.
In case of allotting shares and registering transfer of shares: Company secretary has no right to allot share and register transfer of share unless he is authorized to do so by the board of directors.
In case of borrowing money: Company secretary has also no right to borrow money in the name of the company. If he does so, he will be personally liable.