30 October 2012
Please can anyone explain me the whole procedure when any unlisted public limited company is having paid up capital of more than 5 Crores then what will be the procedure in connection with the compliance certificate of such company.
if company has not appointed any whole time company secretary then what will be the procedure?
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.
30 October 2012
Companies (Appointment and Qualifications of Secretary) Rules, 1988
2. Appointment, etc., of whole-time secretary
(1) Every company having a paid-up share capital of not less than rupees 2[fifty] lakhs shall have a whole-time secretary.
(2) No person shall be appointed as whole-time secretary under sub-rule (1) unless he is a member of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980).
(3) A company having a paid-up share capital of less than rupees 2[fifty] lakhs may appoint any individual as its whole-time secretary to perform the duties of a secretary under the Companies Act, 1956, and any other ministerial or administrative duties:
Provided that no individual shall be eligible to be so appointed unless he possesses one or more of the qualifications specified in sub-rule (4).
(4) No individual shall be appointed as secretary pursuant to sub-rule (3) unless he possesses any one or more of the following qualifications, namely:-
(i) membership of the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (56 of 1980);
(ii) pass in the Intermediate examination conducted either by the Institute of Company Secretaries of India constituted under the Company Secretaries Act, 1980 (No. 56 of 1980), or by the earlier Institute of Company Secretaries of India incorporated on 4th October, 1968, under the Companies Act, 1956 (1 of 1956), and licensed under section 25 of that Act;
(iii) Post-graduate degree in commerce or corporate secretaryship granted by any university in India;
(iv) degree in law granted by any university;
(v) membership of the Institute of Chartered Accountants of India constituted under the Chartered Accountants Act, 1949 (38 of 1949);
(vi) membership of the Institute of Cost and Works Accountants of India constituted under the Cost and Works Accountants Act, 1959 (23 of 1959);
(vii) post-graduate degree or diploma in management sciences, granted by any university, or the Institutes of Management, Ahmedabad, Calcutta, Bangalore or Lucknow;
(viii) post-graduate diploma in company secretaryship granted by the Institute of Commercial Practice under the Delhi Administration or Diploma in Corporate Laws and Management granted by the Indian Law Institute, New Delhi;
(ix) post-graduate diploma in company law and secretarial practice granted by the University of Udaipur; or
(x) membership of the Association of Secretaries and Managers, Calcutta, registered under the West Bengal Registration of Societies Act, 1961 (XXVI of 1961):
Provided that where the paid-up share capital of such company is increased to rupees 2[fifty] lakhs or more, the company shall, within a period of one year from the date of such increase, comply with the provisions of sub-rules (1) and (2) of rule 2.
Explanation.- In this rule, "University" has the meaning assigned to it in the University Grants Commission Act, 1956 (No. 3 of 1956), and includes any university outside India which is recognized by the Union Public Service Commission for the purposes of recruitment to public services and posts in connection with the affairs of the Union or of any State
3. Provisions relating to existing secretaries
Notwithstanding anything contained in sub-rules (1) and (2) of rule 2, the qualifications possessed by a person holding the office of whole-time secretary of a company immediately before 30th October, 1980, in terms of the second proviso to clause (a) of rule 2 of the Companies (Secretaries Qualifications) Rules, 1975, shall be deemed to be the qualifications which he shall be required to possess in order to be eligible to continue as whole-time secretary in that company.
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