Procedure
For Appointment of Company Secretary Under Companies Act 2013
(adsbygoogle = window.adsbygoogle || []).push({});
Since
company secretary is one among the key managerial person, the procedure of
appointment of company secretary would be similar to appointment of all other
key managerial person.
company secretary is one among the key managerial person, the procedure of
appointment of company secretary would be similar to appointment of all other
key managerial person.
As
per Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, every company having a paid-up share capital of Rupees five crore or more is required to have a whole time company
secretary.
per Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, every company having a paid-up share capital of Rupees five crore or more is required to have a whole time company
secretary.
Only an individual, who is a Company Secretary within the meaning
of clause (c) of sub-section (1) of section
2 of the Company Secretaries Act, 1980 or who possesses the prescribed
qualifications, can be appointed as secretary
of the company. The Companies (Appointment and Qualification of Secretary Rules),
1988 contain the prescribed qualifications.
of clause (c) of sub-section (1) of section
2 of the Company Secretaries Act, 1980 or who possesses the prescribed
qualifications, can be appointed as secretary
of the company. The Companies (Appointment and Qualification of Secretary Rules),
1988 contain the prescribed qualifications.
The following
procedural steps should be taken for appointing a whole-time company secretary:
procedural steps should be taken for appointing a whole-time company secretary:
1. Advertise the post, collect
applications, hold interview, short
list the individuals for the position, and finalise the terms of appointment.
applications, hold interview, short
list the individuals for the position, and finalise the terms of appointment.
2. Convene a Board meeting after giving
notice to all the directors of the company as per section 173 of the Act. At
the board meeting, place the proposal of appointing Company Secretary with the
details of the person finalized and
pass a resolution appointing the company secretary and approving the terms and
conditions of his appointment.
notice to all the directors of the company as per section 173 of the Act. At
the board meeting, place the proposal of appointing Company Secretary with the
details of the person finalized and
pass a resolution appointing the company secretary and approving the terms and
conditions of his appointment.
3. File return of appointment of company
secretary with the Registrar in Form DIR
12 within thirty days from the date of appointment (date of joining
office) and Form MGT. 14 is also required to be filed along
with such fee as specified in Companies (Registration of offices and Fees)
Rules, 2014.
secretary with the Registrar in Form DIR
12 within thirty days from the date of appointment (date of joining
office) and Form MGT. 14 is also required to be filed along
with such fee as specified in Companies (Registration of offices and Fees)
Rules, 2014.
The
particulars of Company Secretary, Income-tax
PAN, Membership details (will be
validated from ICSI records), residential details, date of appointment, e-mail
ID of the person for communication purpose are required to be filled in the Form.
particulars of Company Secretary, Income-tax
PAN, Membership details (will be
validated from ICSI records), residential details, date of appointment, e-mail
ID of the person for communication purpose are required to be filled in the Form.
4. A Company Secretary shall not hold office in more than one company
except in its subsidiary company at the same time.
except in its subsidiary company at the same time.
5. Make
entries in the Register of directors and key managerial personnel under Section
170 of the Act.
entries in the Register of directors and key managerial personnel under Section
170 of the Act.
6.
Inform
the Stock Exchange(s) where the
company is listed.
Inform
the Stock Exchange(s) where the
company is listed.
7. Since key managerial personnel are
included in ‘related party’ as defined in section 2(76) of the Act, Please
verify whether the company secretary so appointed involved in any related party
transactions within the provisions of Section 188 of the Act. If yes, then comply with the requirements in this regard.
included in ‘related party’ as defined in section 2(76) of the Act, Please
verify whether the company secretary so appointed involved in any related party
transactions within the provisions of Section 188 of the Act. If yes, then comply with the requirements in this regard.
Related Posts: