Appointment of cs in case of private limited company

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Querist : Anonymous

Querist : Anonymous (Querist)

06 March 2013 Hello all, I want to know whether appointment of CS is compulsory in case of a private limited company whose Authorized Capital is Rs 5.00 lakhs. Does it make any difference if Authorized Capital is Rs 10.00 Lakhs? Is it possible to register a private limited company initially with Rs 5.00 lakh as Authorized capital and afterwards, enhance the same by Rs 15.00 lakhs so that ultimately the Authorized Capital becomes Rs 20.00 lakhs? What are the implications in this case as regards the appointment of CS with respect to enhanced Authorized Capital? Also write about the period by which appointment of CS is to be made in case Appointment is mandatorily required. Kindly reply

Ajay Mishra

Ajay Mishra (Expert)
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06 March 2013
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.

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Querist : Anonymous

Querist : Anonymous (Querist)

06 March 2013 So, from above reply can I deduce the meaning that there is no mandatory requirement of appointing a CS.

Only obtaining Compliance Certificate will be a enough act on the part of Board of Directors and thereby Company

Ajay Mishra

Ajay Mishra (Expert)
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06 March 2013 Yes, Absolutely.........................

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Querist : Anonymous

Querist : Anonymous (Querist)

07 March 2013 Thanks Ajay Sir

Querist : Anonymous

Querist : Anonymous (Querist)

07 March 2013 Sir, Can you provide the Compliance Certificate's standard format

Ajay Mishra

Ajay Mishra (Expert)
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07 March 2013 Give ur email id.......

Querist : Anonymous

Querist : Anonymous (Querist)

07 March 2013 vishwanathgama@gmail.com

Querist : Anonymous

Querist : Anonymous (Querist)

07 March 2013 Sir, Do u have any idea about MCA's website is not responding? I have been trying since last 2-3 days. I want to fill Form 1A for incorporation of a private limited company...

Ajay Mishra

Ajay Mishra (Expert)
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07 March 2013 i think u got the same.

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Ajay Mishra

Ajay Mishra (Expert)
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07 March 2013 Yes......problem are occurring from few days from MCA portal. We can not say any thing on that.

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