Explain the contractual liabilities of a Company Secretary under the Companies Act 2013.

Answer 3A(iv) Contractual liabilities of Company Secretary A company secretary enters into a service contract with the company and accordingly he has several contractual liabilities which arise out of his service agreement. These may be as follows: The secretary derives his powers from the Board; therefore, he should carry out the orders given to him. He should work for the company and should never allow his personal interest to clash with the interest of the company. He shall be liable to account for the secret profit made by him by virtue of his position as a secretary. He shall be personally liable if he acts beyond his authority. He shall be liable for any loss or damage caused to the company by wilful misconduct or negligence in the discharge of his duties. He shall be liable to indemnify the company for any loss suffered by the company as a result of disclosure of some secret information relating to the company. He shall be liable for any fraud or wrong committed in the course of his employment. However, if the secretary performs his duties diligently and honestly, he shall not be liable. The secretary shall also not be liable for any fraud by his assistants unless he is a party to such fraud.