Appointment of Company Secretary
- A company Secretary is appointed by the resolution of the board.
- A company secretary is entitled to become the director of the company with the prior permission of the board.
- A company secretary is not allowed to hold office in more than one company.
- The position of Company Secretary must not be vacant for more than 6 months.
- In case of Default in complying with the above provisions the company shall be fined ranging from Rs. 1 – 5 Lakh
Procedure for Appointment of a Company Secretary [Section 203 read with Rule 8A of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
The following procedural steps should be taken for appointing a whole-time company secretary:
- Advertise the post, collect applications, hold interview, short list the individuals for the position and finalize the terms of appointment.
- Convene a Board meeting after giving notice to all the directors of the company as per section 173 of the Act.
- 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.
- A Company Secretary shall not hold office in more than one company except in its subsidiary company at the same time.
- Make entries in the Register of directors and key managerial personnel under Section 170 of the Act.
- Inform the Stock Exchange(s) where the company is listed.
- 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.