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Appointment of Company Secretary

Gargi Ranade (CS) (619 Points)

06 April 2009

Hi Dear all, Please help me to clarify my doubts, its urgent!

Can a Company appoint Assistant Company Secretary when there is only one Comapny secretary and can we say that comapny is complying with statutory requirement of 383A by appointing Company secretary as a assistant Company Secretary ,further can such Company Secretary sign statutory documents which are required to be signed by Company Secretary ?

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17 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 April 2009

Hi Gargi,

As per my knowledge in Co. Law or in Section-383A there is no post like Assistant CS. As far as compliance of Section-383A is concern a Company must have a Company Secretary with filing of Form-32. Filing of form-32 is mandatory for the purpose of section-383A.

Further such Assistant CS can be appointed in case company already having a CS and for appointment of such assistant CS no legal formalities reqd and he/she can not sign statutory Documents like a CS for whom form-32 filed with ROC. Lets wait for others response.

1 Like

Ajay Mishra (Company Secretary) (74332 Points)
Replied 07 April 2009

Hi Gargi and Ankur

As per section 383A of Companies Act read with Companies Secretaries Act, if a company have paid-up capital of 5 crore or more there is a statutary compliance to have CS as whole time employee and File Form-32 as intimation to ROC for such appointment.

In Companies Act no such provisions for appointment of Assistance Company Secretary,and such ACS will not be treated as CS who is already appointed. Such ACS will be treated only helping hand of First Company Secretary and there is not need of any statutory compliance.

Eith Best Regard

J. Manivannan (Advocate & IP) (242 Points)
Replied 07 April 2009

As per my knowledge,

The Companies Act and Companies Secretaries Act clearly states,

No Body corporate, association of persons or firm can be appointed as a company secretary in any Company (Irrespective of their size like Small, Big, listed, Unlisted………..). Therefore, Individual only can act as a Company secretary or compliance officer. However, the said Acts does not prohibit in one more assistants appoint in secretarial department and compliances under 383A and filing of Form-32 does not attract in this regards.

CS Gaurav Jain (Consultant) (63 Points)
Replied 07 April 2009

Hi Gargi

I agree to views of Learned members.

Act states for appointment of whole time secretary.

Form no. 32 must be filed for appointment of whole time secretary.

Internally a Whole time Secretary may be designated as Assistant Company Secretary and sign necessary documents under authority of the Board.

regards

CS Gaurav Jain

gaurav @ rsj.co.in

CS Lucky Popli (Company Secretary) (84 Points)
Replied 05 November 2009

I am really sorry to cross above stated facts,

but a Form 32 shall be filed for each n every company secretary in the company so appointed whether he is a CS or Asst CS.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 November 2009

Originally posted by :CS Lucky
"	I am really sorry to cross above stated facts, but a Form 32 shall be filed for each n every company secretary in the company so appointed whether he is a CS or Asst CS.	"

Your observation is not correct as it is simply not possible in the present electrinic filing system.

CS Lucky Popli (Company Secretary) (84 Points)
Replied 06 November 2009

You are right sir,

But as per my reference to the Appointment of Company Secretary Rules 1988

I have read it that Every such company with (*********)* paid up capital having more than one Company secretary shall file a Form 32 for each such secretary..

* Not sure of paid capital whether it is 50 lakhs or 5 crores ....

CS Lucky Popli (Company Secretary) (84 Points)
Replied 06 November 2009

Ankur sir i have left an expert Query in regards to appointment of A person as CS in Compay Law Expert Section please see if you can help me....

Regards,

Lucky

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 07 November 2009

The compliance of appointment of CS has to be done through BoD resolution and the same has to be intimated to RoC through Form 32. More over if a person who is having membership of the institute can only act as "Company Secretary".

According to me an Asst Company Secretary cannot sign the documents on the capacity of " Company Secretary" .

If I am wrong kindly let me know

Rgds

CS Jithesh

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 November 2009

Dear Jithesh,

Your view is correct. An Asst Company Secretary cannot sign the documents on the capacity of "Company Secretary".

Regards

CS Lucky Popli (Company Secretary) (84 Points)
Replied 07 November 2009

Originally posted by :JITHESH
"	The compliance of appointment of CS has to be done through BoD resolution and the same has to be intimated to RoC through Form 32. More over if a person who is having membership of the institute can only act as "Company Secretary". According to me an Asst Company Secretary cannot sign the documents on the capacity of " Company Secretary" . If I am wrong kindly let me know Rgds CS Jithesh	"