Issue relating to appointment of cs

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Querist : Anonymous

Querist : Anonymous (Querist)

25 June 2013 A company increase its paid up share capital in year 02/02/2011 but didn't appoint cs yet. do you know prosecution or any other solution for that.

after increasing paid up share capital being 70000000

Ajay Mishra

Ajay Mishra (Expert)

26 June 2013 Hi

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.

Ajay Mishra

Ajay Mishra (Expert)

26 June 2013 Failure to comply with section 383A

Where a company having paid-up share capital of Rupees Two Crores or more fails to employ a whole-time secretary, the company and every officer of the company who is in default shall be punishable with fine upto Rs. 500 for every day during which the default continues:
Provided that in any proceedings against a person in respect of an offence under this section, it shall be a defence to prove that all reasonable efforts to comply with the provisions of section 383A(1) were taken or that the financial position of the company was such that it was beyond its capacity to engage a whole-time secretary.

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