COMPANY SECRETARY APPOINTMENT :
FOLLOWING COMPANIES ARE REQUIRED TO APPOINT COMPANY SECRETARY IN FULL TIME EMPLOYMENT COMPULSORILY:
1. all listed companies( Rule 8 companies appointment & remuneration of Managerial Personnel Rules 2014)
2. every public company having paid up share capital of Rs. 10 Cr. or More(Rule 8)
3. every other company having paid up share capital of Rs. 5 Cr. or More ((Rule 8A)
Therefore every company which has a paid up share capital of Rs 5 Cr. or more is compulsorily required to appoint whole time company secretary.
Mode of Appointment : Company shall appoint CS in its Board Meeting and will file form MGT 14, DIR 12 and MR-1:
Board resolution:
“RESOLVED THAT pursuant to provisions of section 203 of Companies act 2013 and Rule 8 and Rule 8A of Companies appointment & remuneration of Managerial Personnel Rules 2014), Mr……………………………….. company secretary (ACS/FCS no …………..) be and is hereby appointed as the whole time Company Secretary of the company with effect from (date) on such terms and conditions as decided and agreed by and between the Board and Company Secretary.
FURTHER RESOLVED THAT Mr………………………… director of the company be and is hereby authorised to file necessary eforms and documents with Registrar of the Company and to do all other such acts. deeds and things which are necessary to give effect to above resolution.”
OTHER LEGAL PROVISIONS :
- FILING OF VACANCY IN 6 MONTHS- Vacancy must be filled in 6 months
- Company is treated as KMP (key Managerial Person)
- Company is not treated as KMP while computing Managerial remuneration
- company secretary of holding can act/appointed as company secretary for its subsidiary company also and not otherwise.
- company secretary can act as director of any company with the permission of Board of the Company
OFFENCE AND PENALTY
If a company contravenes the provisions relating to appointment of whole-time key managerial personnel (which
includes company secretary), the company shall be punishable with fine which shall not be less than one lakh
rupees but which may extend to five lakh rupees and every director and key managerial personnel of the
company who is in default shall also be punishable with fine which may extend to one thousand rupees for every
day after the first during which the contravention continues.