Appointment of Company Secretary as per Companies Act 2013

Narendra Kumar

06 Sep, 2019

The Appointment of Company Secretary (CS) has been made mandatory for a few class of the company like listed companies or company having paid-up capital more than the prescribed limited.

What is the Appointment of Company Secretary?

A company secretary is a principally an employee even though he holds a very high rank. He / She may be the Chief Executive & then his position is near to those of the directors. In reality, he is the only employee who has advisory powers.

CS advice is pursued in carrying out general administration and in the decision-making process at the time of framing policies of the company. He is consulted to determine the lawful suggestions of policy decisions. Therefore, he/she is the only outsider who is present at the Board meetings.

Who is a Company Secretary?

Company Secretary is the person who is a member of the (ICSI) Institute of Company Secretary^[1] of India appointed by the company to perform the functions of the Company Secretary.

Who is required to have company secretary/ KMP?

All listed company and all other company having paid-up share capital of Rs.5 crore or more shall have whole-time key managerial personnel and shall have following whole-time key managerial personnel namely—

• Managing director, or Chief Executive Officer or manager and in their absence, a whole-time director;
• Company Secretary; and
• Chief Financial Officer

Time Period for such an appointment:

The Companies Act 2013 does not provide the period wherein the Company has to designate Company Secretary as (KMP) key managerial personnel. But it is advisable to appoint a Company Secretary as KMP in the first board meeting which is to be conducted after applicability of such a provision.

Also, Read: Appointment of Key Managerial Personnel under Companies Act, 2013.

A process for an appointment of company secretary

• Procedure for appointment of Company Secretary
• Arrange for Board Meeting only after giving notice to every director to discuss besides others the following matters. Approve the terms and conditions at which the Company Secretary (CS) is proposed to be appointed.
• Obtain written consent from the person who is to be appointed as Company Secretary.
• Inform the Stock Exchange with which shares of the company are listed on the date of this meeting before the board meeting
• Inform the said Stock Exchange within 15 minutes of the Board Meeting, of the outcome of the meeting by letter or fax.
• File the relevant form with the concerned ROC within 30 days from the date of Appointment.
• Pay the requisite fee for the same.
• Make necessary entries in the Register of Directors Secretary.
• The ‘whole-time secretary’ indicates that a Company Secretary must be in the employment of the company.

Roles and Responsibilities of the Company Secretary

The three main areas, a Company Secretary, has the role to play viz. to the Board, to the Company, and to the Shareholder.

Core Duties of the Company Secretary

• Meetings of the Board of Directors
• General Meetings
• Memorandum and Articles of Association
• Requirements of Stock Exchanges
• Statutory Registers
• Statistical Books
• Statutory Returns
• Report and Accounts
• Registration of Shares
• Communications to and from Shareholder
• Issues of Share and Capital and Restructuring
• Acquisitions, Disposals, and Mergers
• Corporate Governance
• Common Seal of the Company etc.

Appointment of Company Secretary – Offence & Penalty [Section 203(5)

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.

Also, Read: Appointment and Resignation of Directors: Easy Procedure.