Scope of ostensible authority of a Company Secretary in today’s scenario

It has been said by Lord Esher MR in Barnett Hoares & Co. vs. South London Tramways Co. (1887) 18 QBD 815 that a secretary is a mere servant and his position is to do what he is told, and no person can assume that he has any authority to represent anything at all. But a Company Secretary is much more important person now-a-days than he was in 1887. He is an officer of the company with extensive duties and responsibilities. He is no longer a mere clerk. He regularly makes representations on behalf of the Company and enters into contracts on its behalf which come within day-to-day running of the company’s business. So much so that he may be regarded as held out as having authority to do such things on behalf of the Company. He is certainly entitled to sign contracts connected with the administrative side of a company’s affairs, such as employing staff, and ordering cars. All such matters come within the ostensible authority of a Company Secretary. Panorama Developments (Guildford) Ltd. vs. Fidelis Furnishing Fabrics Ltd. (1971) 3 All ER 16 (CA). (Link :