As per the section 383A of the Companies Act 1956 every Company having a paid up share capital of Rs 5 crores or more should appoint a Whole time Company Secretary who is a member of the Institute Of company Secretaries of India. Further his Appointment should be made through a Board Resolution and a Form 32 should be filled to the ROC within 30 days from the date of appointment.other wise a penalty of Rs 500 per day wiil be imposed to the person in default. *************************** ***************************
refer to NOTIFICATION NO. G.S.R. 11 (E), DATED 5-1-2009 :
In exercise of the powers conferred by clauses (a) and (b) of sub-section (1) of section 642 read with clause (45) of section 2 and section 383A of the Companies Act, 1956 (1 of 1956), the Central Government hereby makes the following rules further to amend the Companies (Appointment and Qualifications of Secretary) Rules, 1988, namely :—
1. (1) These rules may be called the Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009.
(2) They shall come into force from the 15th day of March, 2009.
2. In the Companies (Appointment and Qualifications of Secretary) Rules, 1988, in rule 2,
(i) in sub-rule (1) and in the proviso to sub-rule (4), for the words "rupees two crores" the following words shall be substituted, namely:—
"five crore rupees";
(ii) in sub-rule (3), the second and third proviso shall be omitted;
(iii) after sub-rule (3), the following sub-rule shall be inserted, namely:—
"(3A) A company having a paid up share capital of two crore rupees or more but less than five crore rupees may appoint any individual who possesses the qualification of membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980), as a whole-time secretary to perform the duties of a secretary under the Companies Act, 1956:
Provided that where a company has appointed under sub-rule (3) or this sub-rule, a whole-time company secretary, possessing the qualification of membership of the Institute of Company Secretaries of India, such a company is not required to obtain a certificate from a secretary in whole-time practice under rule 3 of the Companies (Compliance Certificate) Rules, 2001."
He must have a person who had complieted Company Secrety course from ICSI Board and having a valid licence regarding the same from the ICSI Board, for mor details plese refer company secretaries Act 1988.. Eligiblity criteria had refered in Sec. 2 (I) of company secretaries Act.
APPOINTMENT OF COMPANY SECRETARY (Section 383A & Companies (Appointment and Qualifications of Secretary) Rules, 1988)
1 Every company having paid-up share capital of not less than Rs. 5 Crores shall have whole time secretary [Rule 2(1)].
2 Where the paid up share capital is increased to Rs. 5 Crores or more, the Company shall appoint whole time secretary within a period of 1 year from the date of such increase [Proviso to Rule 2(4)].
3 A company having a paid up share capital of less than Rs. 2 Crores may appoint any individual, possessing qualification specified in Rule 2(4), as its whole time secretary to perform duties of secretary, and any other ministerial or administrative duties [Rule 2(3)].
4 A company having a paid up share capital of Rs. 2 Crores or more but less than Rs. 5 Crores may appoint any individual who is member of ICSI, as a whole time secretary [Rule 2(3A)].
5 A company having paid up capital of Rs. 10 lakhs or more but less than Rs. 5 Crores shall obtain Compliance Certificate from PCS provided if such company has appointed Whole Time Secretary who is member of ICSI then compliance certificate is not required to be obtained.
6 Where the BOD comprises only two directors, neither of them shall be secretary of the Company.
Paid up Capital Appointment of CS Any Individual / Member of ICSI Compliance Certificate Rs. 5 Crores or more Compulsory Only Member of ICSI N.A.
Rs. 10 Lakhs or more to Rs. 2 Crores Voluntarily Either of Above Not required if CS is member of ICSI
Rs. 2 Crores or more to Rs. 5 Crores Voluntarily Member of ICSI Not required if appointment is made
The Section which deals with appointment of Whole time Company Secretary is 383A of the Companies Act, 1956.
Only those companies whose paid up capital is more than 5 crores is required to compulsorily appointment a Whole time Company Secretary. The required qualification for the appointment as Company Secretary is that he should be an Associate of Institute of Company Secretaries of India.
as per clause 49 of listing agreement - if listed company have paid up capital more then Rs. 3 crores then in audit committee Secretary should be Company Secretary who is the member of Institute of Company Secretaries of India.